Common use of SEC Documents Clause in Contracts

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all required reports, schedules, forms, statements reports and other documents with the SEC Commission since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date Company's initial public offering in November 1995 (collectively, the "Company SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and in each case including the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the Commission and constitute all exhibits and schedules thereto forms, reports and documents incorporated required to be filed by reference therein, the "IXnet SEC Documents")Company under the Securities Laws since the Company's initial public offering in November 1995. As of their respective dates, the IXnet Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of the Company included in or incorporated by reference into the Company SEC Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in all IXnet or incorporated by reference into the Company SEC Documents filed since October 1Reports (including any related notes and schedules) fairly presents the results of operations, 1998 (retained earnings or cash flows, as the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements case may be, of the Company and the published rules and regulations Company Subsidiaries for the periods set forth therein (subject, in the case of the SEC with respect theretounaudited statements, have been prepared to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)Exchange Act. Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.5.8

SEC Documents. Financial Statements; Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries EQR and ERP Operating Partnership have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1August 18, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 1993 through the extent applicable, its subsidiaries with the SEC since such date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet EQR SEC Documents"). As Schedule 3.6 of their respective dates, the IXnet EQR Disclosure Letter contains a complete list of all EQR SEC Documents complied in all material respects with the requirements of the Securities Act or filed by EQR under the Exchange ActAct since January 1, as the case may be, 1997 and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended on or superseded by a filing prior to the date of this Agreement. All of the EQR SEC Documents (other than preliminary material), then on as of their respective filing dates, complied in all material respects with all applicable requirements of the date Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such EQR SEC Documents. None of such filing) the EQR SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later EQR SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements (including of EQR and the related notes) of IXnet EQR Subsidiaries included in all IXnet the EQR SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of IXnet EQR and its consolidated subsidiaries the EQR Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as for liabilities and obligations set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet EQR SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior in Schedule 3.6 to the date of this Agreement (the "Recent IXnet SEC Documents")EQR Disclosure Letter, neither IXnet EQR nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, EQR Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of EQR or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have an IXnet EQR Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet andParent and Buyer have furnished the Company, to the extent applicableWJR and DCR with a correct and complete copy of each report, its subsidiaries have schedule, and final registration statement filed all required reports, schedules, forms, statements and other documents by Parent or Buyer with the SEC since October on or after January 1, 19981994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and IXnet has delivered or made available Buyer were required to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries file with the SEC since such date on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingthereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements (including the related notes) of IXnet Parent and Buyer included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be have been indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseadjustments) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Parent or Buyer, as the case may be, and its their consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject ended. Parent and Buyer have filed all documents and agreements which were required to normal yearbe filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-end adjustments that K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of this Agreement and long-term debt agreements which are not expected required to be material in amountfiled pursuant to Item 601(b)(4)(iii)(A) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsof Regulation S-K promulgated by the SEC.

SEC Documents. Undisclosed Liabilities. IXnet andEVA has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, to the extent applicableregistration statements, its subsidiaries have filed all required reports, schedules, forms, and statements and other documents with required to be filed by it under the SEC since October 1, 1998, and IXnet has delivered Exchange Act or made available to Parent Securities Act (all reports, schedules, forms, statements and other such documents filed by IXnet and, on or prior to the extent applicableClosing Date, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “EVA SEC Documents"”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet The EVA SEC Documents, and none of the IXnet SEC Documents (including any and all audited or unaudited financial statements and any notes thereto or schedules included therein) as therein (the “EVA Financial Statements”), at the time filed (in the case of such dates (andregistration statements, if amended or superseded by a filing prior to the date of this Agreement, then solely on the date of such filingeffectiveness) contained (except to the extent corrected by a subsequently filed EVA SEC Document filed prior to the Closing Date) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements misleading and (including the related notesb) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form complied in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of Securities Act, as the SEC with respect thereto, have been case may be. The EVA Financial Statements were prepared in accordance with generally accepted accounting principles (exceptGAAP, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end adjustments) in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries EVA as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has not resigned or been dismissed as independent registered public accountants of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except EVA as set forth in Schedule 3.01(e), at the date a result of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best connection with any disagreement with EVA on any matter of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated or practices, financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatement disclosure or auditing scope or procedures.

SEC Documents. Undisclosed Liabilities. IXnet and, to For the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinpurposes of this Agreement, the "IXnet SEC Documents")Parent Reports" means each registration statement, report, proxy statement or information statement of Parent prepared by it since January 1, 1995, in the form (including exhibits and any amendments thereto) filed with the SEC. As of their the respective dates, the IXnet SEC Documents Parent Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Parent Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents the consolidated financial position of IXnet Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of its operations income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have which would not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(eamount or effect), at in each case in accordance with generally accepted accounting principles consistently applied during the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1periods involved, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet except as may be noted therein. Neither Parent nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Subsidiaries has any liabilities or obligations required to be disclosed in a balance sheet of any nature (whether accrued, absolute, contingent or otherwise) which, individually Parent or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (except as permitted by Form 10-Q a) liabilities or obligations reflected on, or reserved against in, a balance sheet of the SEC) applied on a consistent basis during the periods involved (except as may be indicated Parent or in the notes thereto) , and fairly present included in the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) Parent Reports and (iib) all financial data so supplied for such periods is true and accurate liabilities or obligations incurred since March 31, 1997 in all material respectsthe ordinary course of business.

SEC Documents. Undisclosed Liabilities. IXnet and, to The Parent has filed with the extent applicable, its subsidiaries have filed SEC all required reports, ------------- schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, required pursuant to the extent applicableSecurities Act and the Exchange Act since November 17, its subsidiaries with the SEC since such date 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet Parent SEC Documents"). As of their --------------------- respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Parent SEC Documents, and none of the IXnet Parent SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted 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. The consolidated financial statements (including of the related notes) of IXnet Parent included in all IXnet Parent SEC Documents filed since October 1November 17, 1998 1997 (the "IXnet Parent SEC Financial -------------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of IXnet the Parent (and its consolidated subsidiaries Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date The audited consolidated balance sheet of the most recent audited financial statements Parent as of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except 1998 is referred to herein as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects"Parent Balance Sheet."

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Enron has filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since October January 1, 19981999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and IXnet has delivered or made available (in paper form or via the internet) to Parent all reportsDynegy each registration statement, schedulesreport, formsproxy statement or information statement (other than preliminary materials) it has so filed, statements each in the form (including exhibits and other documents any amendments thereto) filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsEnron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the "Draft Third Quarter Report"). As of their its respective datesdate, the IXnet SEC Documents each Enron Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Enron Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Enron and its consolidated Subsidiaries as of its date, and each of the published rules consolidated statements of operations, cash flows and regulations changes in shareholders' equity included in or incorporated by reference into the Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC with respect theretoand (y) normal year-end audit adjustments which will not be material), have been prepared in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 2001 (exceptthe "September 30, 2001 Balance Sheet") included in the case Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of unaudited Enron and its consolidated quarterly statementsSubsidiaries as of that date, and the consolidated statements of operations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q of the SEC, (B) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have which will not been and are not expected to be material and (C) changes routinely anticipated in amountthe preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in Schedule 3.01(e)the September 30, at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")2001 Balance Sheet, neither IXnet Enron nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, individually or reserved against in, a consolidated balance sheet of Enron and its consolidated Subsidiaries or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been notes thereto prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated consistently applied, other than liabilities or obligations that were incurred in the notes thereto) ordinary course of business since September 30, 2001 and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments liabilities or obligations that have do not been and are not expected reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be material reflected in amount) the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which do not and (ii) all financial data so supplied for such periods is true and accurate are not reasonably likely to have, individually or in all material respectsthe aggregate, an Enron Material Adverse Effect.

SEC Documents. Undisclosed Liabilities. IXnet and, Rush has provided to Seller and Shareholder copies of its Annual Report on Form 10-K for the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1year ended December 31, 1998, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and IXnet has delivered or made available to Parent all reportsJune 30, schedules1999, forms, statements and other documents filed by IXnet and, its proxy statement with respect to the extent applicableAnnual Meeting of Stockholders held on May 18, its subsidiaries with the SEC since such date (collectively1999, and in each case including all exhibits its Amendment No. 2 to Form S-1 Registration Statement and schedules thereto and Prospectus to Form S-1 filed on Form 424(b)(4) (such documents incorporated by reference therein, collectively referred to herein as the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Rush included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Rush and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to except in the case of interim period financial information for normal year-end adjustments that have not been adjustments). All material agreements, contracts and are not expected other documents required to be material filed as exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in amount) Rush's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 reflects, as of the date thereof, all liabilities, debts and (ii) all financial data so supplied for obligations of any nature, kind or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such periods is true and accurate in all material respectsbalance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all reports required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andit under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the extent applicabletwo years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, its subsidiaries with the SEC since such date (collectivelywhich are specified in Schedule 3.1(l) annexed hereto, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the "IXnet SEC Documents")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)adjustments. Except as set forth in Schedule 3.01(e), at Since the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Company's last filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Quarterly Report on Form 10-Q Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsDisclosure Materials.

SEC Documents. Undisclosed LiabilitiesFinancial Statements; No Adverse Change. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all reports required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andit under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the extent applicable, its subsidiaries with three years preceding the SEC since such date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the foregoing materials being collectively referred to herein as the "IXnet SEC Documents")) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)adjustments. Except as set forth in Schedule 3.01(e), at Since the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Company's last filed by IXnet Quarterly Report on Form 10-Q for the period ended September 30, 1998, there has been no event, occurrence or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries development that has had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet have, a Material Adverse EffectEffect which has not been specifically disclosed to the Purchasers by the Company. To the best of IXnet's knowledge, (i) all historical The Company last filed audited financial statements supplied to Parent by IXnet for periods subsequent to December 31with the Commission on October 13, 1999 have been prepared 1998, and has not received any comments from the Commission in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsrespect thereof.

SEC Documents. Undisclosed Liabilities. IXnet andSince April 23, 1997, Buyer has timely filed with the SEC all forms, reports and documents required to be filed by Buyer since April 23, 1997 under the extent applicableSecurities Laws, its subsidiaries have including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on July 30, 1997 and (vi) all required other reports, schedules, forms, registration statements and other documents with the SEC since October 1documents, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date each as amended (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet Buyer SEC DocumentsReports")) all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. As of their respective dates, the IXnet Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, cash flows and shareholders' equity included in all IXnet or incorporated by reference into the Buyer SEC Documents filed since October 1Reports (including any related notes and schedules) fairly presents the results of income, 1998 (cash flows and shareholders' equity, as the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements case may be, of Buyer and the published rules and regulations Buyer Subsidiaries for the periods set forth therein (subject, in the case of the SEC with respect theretounaudited statements, have been prepared to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsExchange Act.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Buyer has filed all required reports, schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since October April 1, 1998, and IXnet has delivered 1996 (together with later filed documents that revise or made available to Parent all reports, schedules, forms, statements and other documents supersede earlier filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereindocuments, the "IXnet Buyer SEC Documents"). As of their respective dates, the IXnet Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Buyer SEC Documents, and none . None of the IXnet Buyer SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Buyer included in all IXnet the Buyer SEC Documents filed since October 1, 1998 (complied as of their respective dates of filing with the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e)the Buyer SEC Documents, at the date of the most recent audited financial statements of IXnet included and except for liabilities and obligations incurred in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1ordinary course of business consistent with past practice, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer or in the notes thereto which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To a material adverse effect on the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated business or results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsof Buyer.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Gart has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October 1each ------------- report, 1998, and IXnet has delivered proxy statement or made available information statement required to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andGart for all periods ending on or after December 31, to the extent applicable, its subsidiaries with the SEC since such date 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsGart Reports"). As of their respective dates, the IXnet SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the respective rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates did not (and, or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filingfiling did not) contained contain any untrue statement of a material fact or omitted 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. The None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in all IXnet SEC Documents filed since October 1or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, 1998 retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the "IXnet SEC Financial Statements") comply as to form case of unaudited statements, normal year-end audit adjustments that would not be material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), have been prepared in each case in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated in noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and fairly present customary fees and expenses incurred in connection with the consolidated financial position of IXnet and its consolidated subsidiaries as consummation of the dates thereof transactions contemplated by the Merger Agreement; and the consolidated results of its operations and cash flows for the periods then ended (subject, z) liabilities disclosed in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Gart Reports filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (hereof or reserved against on Gart's most recent balance sheet delivered to the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such Company prior to the date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectshereof.

SEC Documents. Undisclosed Liabilities. IXnet and, to The Company has filed with the extent applicable, its subsidiaries have filed Securities and Exchange Commission (the “SEC”) all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents"”) required to be filed by it pursuant to the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC “Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of IXnet the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments that have not been and are not expected to be material in amountfootnotes). Except as set forth in Schedule 3.01(e), at the date of Financial Statements filed with the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")hereof, neither IXnet the Company nor any of its subsidiaries hadhas any liabilities, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (i) whichliabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SECCompany or any of its subsidiaries and (iii) applied on a consistent basis during liabilities and obligations incurred in connection with the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof Closing Documents and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectstransactions contemplated thereby.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have CSI has filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents required to be filed by IXnet and, it with the Securities and Exchange Commission (the “Commission”) pursuant to the extent applicable, its subsidiaries with Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC since such date (collectivelyDocuments”), and in each case including during the 12 calendar months prior to the date hereof all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet the SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the Commission, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements (including the related notes) of IXnet CSI included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statementsUnited States as in effect from time to time (“GAAP”), as permitted by Form 10-Q of the SEC) applied on a consistent basis 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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of IXnet and its consolidated subsidiaries CSI as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(ethe SEC Documents, CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), at inquiry or claim is pending, threatened or in process against CSI and/or relating to any of CSI’s securities. A comment letter was received from the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 Securities and prior Exchange Commission relating to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to Company’s December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by 2006 filing on Form 10-Q of K to which the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods Company is true and accurate in all material respectscurrently responding.

SEC Documents. Undisclosed Liabilities. IXnet and, Seller has delivered (incorporated by reference to the extent applicableSeller's filings as reported on the SEC's web site) to Purchaser each registration statement, report, proxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its subsidiaries have Annual Report on Form 10-KSB for the year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsSeller Reports"). As of their respective dates, the IXnet SEC Documents Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Seller Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1fairly presents, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of Seller and the published rules its Subsidiaries as of its date, and regulations each of the SEC consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with respect theretothe related notes and schedules) fairly presents, have been prepared in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Seller and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein. Except as and to the extent set forth in the consolidated balance sheet of Seller and its Subsidiaries at June 30, 2003, including all notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except or as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")Seller Reports, neither IXnet Seller nor any of its subsidiaries had, and since such date neither IXnet nor Subsidiaries has any of such subsidiaries incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, individually or reserved against in, a balance sheet of Seller or in the aggregatenotes thereto, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (consistently applied, except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated liabilities arising in the notes thereto) and fairly present the consolidated financial position ordinary course of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for business since such periods is true and accurate in all material respectsdate.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have PEC has filed all required reports, schedules, forms, statements and other documents with the SEC since October January 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet PEC SEC Documents"). As of their respective dates, the IXnet PEC SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet PEC SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet PEC included in all IXnet the PEC SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of IXnet PEC and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of its their operations and statements of cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountany other adjustments described therein). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet There is no liability or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations obligation of any nature (kind, whether accrued, absolute, contingent fixed or otherwise) whichcontingent, of PEC or any Subsidiary of PEC which is required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the most recent financial statements of PEC included in the PEC SEC Documents which is not so reflected or reserved against that individually or in the aggregate, aggregate would reasonably be expected to have an IXnet a Material Adverse EffectEffect on PEC. To For purposes of this Agreement, "PEC Balance Sheet" means the best consolidated balance sheet as of IXnetSeptember 30, 2000, set forth in PEC's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Quarterly Report on Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then quarter ended (subject to normal year-end adjustments that have not been September 30, 2000, and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects"PEC Balance Sheet Date" means September 30, 2000.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the “SEC”) since October 1December 31, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 2005 (the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents"”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended except to the extent that information contained in any SEC Document has been revised or superseded by a filing later document filed with the SEC and made publicly available prior to the date of this Agreement, then on none of the date of such filing) contained SEC Documents contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Company’s financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountthe absence of footnotes). Except as set forth disclosed in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet Company nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the aggregate, notes thereto and which would reasonably be expected to have an IXnet a Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet andBuyer has made available to Sellers each registration statement, to report, proxy statement or information statement prepared and filed with the extent applicableSecurities and Exchange Commission by it since December 31, its subsidiaries have 2003, each in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsBuyer Reports"). As of their respective dates, the IXnet SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Buyer Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1fairly presents, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of its operations income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (subject, in subject to the case lack of unaudited quarterly statements, to footnote disclosure and normal year-end audit adjustments that have which would not been and are not expected to be material in amountamount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at September 30, 2004, including all notes thereto, or as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")Buyer Reports, neither IXnet Buyer nor any of its subsidiaries had, and since such date neither IXnet nor Subsidiaries has any of such subsidiaries incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, individually or reserved against in, a balance sheet of Buyer or in the aggregatenotes thereto, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (consistently applied, except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated liabilities arising in the notes thereto) and fairly present the consolidated financial position ordinary course of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for business since such periods is true and accurate in all material respectsdate.

SEC Documents. Undisclosed Liabilities. IXnet andBuyer has timely filed with the SEC all forms, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements (including exhibits and other documents information incorporated therein) required to be filed by IXnet andit since December 31, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of 2006 under the Securities Act Act, or the Exchange ActAct (such documents, as supplemented and amended since the case may betime of filing, and collectively, the rules and regulations “Buyer SEC Documents”). No subsidiary of Buyer is required to file any form, report, registration statement, prospectus or other document with the SEC promulgated thereunder applicable to such IXnet SEC. To the knowledge of Buyer, the Buyer SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements or schedules included therein) as of such dates in the Buyer SEC Documents, at the time filed (and, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): (a) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of Buyer (including the related notes) of IXnet included in all IXnet the Buyer SEC Documents at the time filed since October 1(and, 1998 (in the "IXnet case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Financial Statements"Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) comply as to form complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end normal, recurring audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date amount and giving effect to amendments of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet Buyer SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present material respects the consolidated financial position of IXnet Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsended.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Gart has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October 1each report, 1998, and IXnet has delivered proxy ------------- statement or made available information statement required to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andGart for all periods ending on or after December 31, to the extent applicable, its subsidiaries with the SEC since such date 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsGart Reports"). As of their respective dates, the IXnet SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the respective rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates did not (and, or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filingfiling did not) contained contain any untrue statement of a material fact or omitted 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. The None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in all IXnet SEC Documents filed since October 1or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, 1998 retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the "IXnet SEC Financial Statements") comply as to form case of unaudited statements, normal year-end audit adjustments that would not be material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), have been prepared in each case in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated in noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and fairly present customary fees and expenses incurred in connection with the consolidated financial position of IXnet and its consolidated subsidiaries as consummation of the dates thereof transactions contemplated by the Merger Agreement; and the consolidated results of its operations and cash flows for the periods then ended (subject, z) liabilities disclosed in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Gart Reports filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (hereof or reserved against on Gart's most recent balance sheet delivered to the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such Company prior to the date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectshereof.

SEC Documents. Undisclosed Liabilities. IXnet The Company has provided to the Purchaser the Company's Form 10SB filed with the Commission on December 12, 1997 (the "SEC DOCUMENTS" and, together with the Schedules to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements this Agreement and other documents with and information furnished by or on behalf of the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, Company at any time prior to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinClosing, the "IXnet DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents")Documents prior to the expiration of any such extension. As of their respective datesdates and subject to comments by the Commission, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)adjustments. Except Since January 1, 1997, except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included specifically disclosed in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had(a) there has been no event, and since such date neither IXnet nor any of such subsidiaries incurredoccurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or other than (x) liabilities incurred in the aggregate, would reasonably ordinary course of business consistent with past practice and (y) liabilities not required to be expected reflected in the Company's financial statements pursuant to have an IXnet Material Adverse Effect. To the best of IXnet's knowledgeGAAP, (ic) all historical the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of capital stock. The Company last filed audited financial statements supplied to Parent by IXnet for periods subsequent to with the Commission on December 3112, 1999 have been prepared 1997, and has not received any comments from the Commission in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsrespect thereof.

SEC Documents. Undisclosed Liabilities. IXnet andBuyer has delivered to Sellers each registration statement, to report, proxy statement or information statement prepared and filed with the extent applicableSecurities and Exchange Commission by it since June 30, its subsidiaries have 2003, each in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"“Buyer Reports”). As of their respective dates, the IXnet SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Buyer Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1fairly presents, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of its operations income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (subject, in subject to the case lack of unaudited quarterly statements, to footnote disclosure and normal year-end audit adjustments that have which would not been and are not expected to be material in amountamount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all notes thereto, or as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")Buyer Reports, neither IXnet Buyer nor any of its subsidiaries had, and since such date neither IXnet nor Subsidiaries has any of such subsidiaries incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, individually or reserved against in, a balance sheet of Buyer or in the aggregatenotes thereto, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (consistently applied, except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated liabilities arising in the notes thereto) and fairly present the consolidated financial position ordinary course of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for business since such periods is true and accurate in all material respectsdate.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Ringer has filed all required reports, schedules, forms, statements statements, and other documents with the SEC since October January 1, 1998, and IXnet has delivered 1995 (together with later filed documents that revise or made available to Parent all reports, schedules, forms, statements and other documents supersede earlier filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereindocuments, the "IXnet RINGER SEC DocumentsDOCUMENTS"). As of their respective dates, the IXnet Ringer SEC Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Ringer SEC Documents, and none . None of the IXnet Ringer SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Ringer included in all IXnet the Ringer SEC Documents filed since October 1, 1998 (complied as of their respective dates of filing with the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Ringer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject subject, in the case of unaudited statements, to normal year-end adjustments that have not been audit adjustments). Except as set forth in the Ringer SEC Documents, and are not expected except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, neither Ringer nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a consolidated balance sheet of Ringer and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, would have, a material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.adverse effect on the business or results of operations of Ringer. 4.08

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents required by the Parent to be filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date October 27, 2010 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents"”). As of their respective datesits date, the IXnet each SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules rules, policy statements and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of Parent filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such SEC Documents have been modified or superseded by a later filed SEC Document. The consolidated financial statements (including the related notes) of IXnet Parent included in all IXnet SEC Documents Parent’s Registration Statement on Form S-1 (File No. 333-168831), as amended, for the fiscal years ended December 31, 2008 and December 31, 2009 and the nine-months ended September 30, 2010, complied at the time they were filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, ended. Except for liabilities incurred in connection with the transactions contemplated by this Agreement or in the case ordinary course of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at business since the date of the most recent audited financial statements of IXnet balance sheet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet Parent nor any Subsidiary of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Parent has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent or the notes thereto which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effecta material adverse effect on the financial condition, results of operations, businesses, properties, assets or liabilities of Parent. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q None of the SEC) applied on a consistent basis during Subsidiaries of Parent is subject to the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position informational reporting requirements of IXnet and its consolidated subsidiaries as Section 13 of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsExchange Act.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have BreitBurn Parent has filed all required reports, schedules, forms, statements and other documents timely with the SEC since October 1all forms, 1998registration statements, and IXnet has delivered or made available to Parent all reports, schedules, forms, schedules and statements and other documents required to be filed by IXnet and, to it under the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of Exchange Act or the Securities Act (all such documents filed on or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then collectively, the “BreitBurn Parent SEC Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “BreitBurn Parent Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC Document filed prior to the date of such filinghereof) contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading. The consolidated financial statements , (including the related notesii) of IXnet included complied as to form in all IXnet SEC Documents filed since October 1material respects with the applicable requirements of the Exchange Act and the Securities Act, 1998 as applicable, (iii) in the "IXnet SEC case of the BreitBurn Parent Financial Statements") comply , complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a -45- consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (v) in the case of the BreitBurn Parent Financial Statements, fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of IXnet BreitBurn Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and the case General Partner and has not resigned or been dismissed as independent registered public accountants of unaudited quarterly statements, to normal year-end audit adjustments that have not been BreitBurn Parent and are not expected to be material in amount). Except the General Partner as set forth in Schedule 3.01(e), at the date a result of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in connection with any disagreement with BreitBurn Parent or the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best General Partner on a matter of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated or practices, financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatement disclosure or auditing scope or procedure.

SEC Documents. Undisclosed Liabilities. IXnet andPride has delivered to Forasol-Foramer a true and complete copy of each report, to the extent applicableschedule, its subsidiaries have registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Pride with the SEC since October January 1, 19981996 (the "Pride SEC Documents"), and IXnet which are all the documents that Pride has delivered or made available been required to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries file with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")date. As of their respective dates, the IXnet Pride SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Pride SEC Documents, and none of the IXnet Pride SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Pride included in all IXnet the Pride SEC Documents filed since October 1Documents, 1998 (including those constituting a part of Pride's quarterly report on Form 10-Q for the "IXnet SEC Financial Statements") comply nine months ended September 30, 1996, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, GAAP in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) United States applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP in the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended United States (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been normal, recurring adjustments, none of which are material) the consolidated financial position of Pride and are not expected to be material in amount)its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Pride and its consolidated Subsidiaries for the periods presented therein. Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included disclosed in the IXnet Pride SEC Documents filed by IXnet Documents, there are no agreements, arrangements or its subsidiaries since October 1, 1998 understandings between Pride and prior to any party who is at the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any an Affiliate of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsPride.

SEC Documents. Undisclosed Liabilities. IXnet andCyberGuard has delivered to SnapGear each registration statement, to report, proxy statement or information statement prepared and filed with the extent applicableSecurities and Exchange Commission by it since June 30, 2003, including, without limitation, its subsidiaries have Annual Report on Form 10-K for the year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"“CyberGuard Reports”). As of their respective dates, the IXnet SEC Documents CyberGuard Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the CyberGuard Reports (including the related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1fairly presents, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of CyberGuard and the published rules its Subsidiaries as of its date, and regulations each of the SEC consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the CyberGuard Reports (together with respect theretothe related notes and schedules) fairly presents, have been prepared in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of CyberGuard and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein. Except as and to the extent set forth in the consolidated balance sheet of CyberGuard and its Subsidiaries at June 30, 2003, including all notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except or as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")CyberGuard Reports, neither IXnet CyberGuard nor any of its subsidiaries had, and since such date neither IXnet nor Subsidiaries has any of such subsidiaries incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, individually or reserved against in, a balance sheet of CyberGuard or in the aggregatenotes thereto, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (consistently applied, except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated liabilities arising in the notes thereto) and fairly present the consolidated financial position ordinary course of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for business since such periods is true and accurate in all material respectsdate.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Salmon has filed all reports required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andit under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the extent applicabletwo (2) years preceding the date hereof (or such shorter period as Salmon was required by law to file such material) (the foregoing materials, its subsidiaries with including the exhibits thereto, being collectively referred to herein as the “SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"Reports”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Salmon included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries Salmon as of the dates thereof and the consolidated results its statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be have a material in amountadverse effect on Salmon, its business, financial condition or results of operations). Except as and to the extent set forth in Schedule 3.01(e)on the consolidated balance sheet of Salmon as at November 30, at 2004, including the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")notes thereto, neither IXnet Salmon nor Merger Sub has any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably otherwise and whether required to be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied reflected on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated balance sheet or other financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatement).

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Merchants has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October its Annual Report on Form 10 K, as amended through the date of this Agreement, for the fiscal year ended December 31, 2014 (the “Merchants 2014 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by Merchants subsequent to January 1, 19982015, and IXnet has delivered on or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, prior to the extent applicabledate of this Agreement, its subsidiaries with under the SEC since such date Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “Merchants SEC Documents"”). As All of their respective dates, the IXnet Merchants SEC Documents (i) complied in all material respects as to form with the applicable requirements of under the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements ; and each of the balance sheets contained in or incorporated by reference into any such Merchants SEC Document (including the related notesnotes and schedules thereto) fairly presents the financial position of IXnet included Merchants as of its date, and each of the statements of income and changes in all IXnet shareholders’ equity and cash flows or equivalent statements in such Merchants SEC Documents filed since October 1(including any related notes and schedules thereto) fairly presents the results of operations, 1998 (changes in shareholders’ equity and changes in cash flows, as the "IXnet SEC Financial Statements") comply as case may be, of Merchants for the periods to form which it relates, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared each case in accordance with generally accepted accounting principles (exceptGAAP consistently applied during the periods involved, except in each case as may be otherwise noted therein, and subject to normal year end audit adjustments in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth for those liabilities that are fully reflected or reserved against in Schedule 3.01(e), at the date of the most recent audited financial statements consolidated balance sheet of IXnet included Merchants and its Subsidiaries contained in Merchants 2014 Form 10-K and, except for liabilities reflected in the IXnet Merchants SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (or incurred in the "Recent IXnet SEC Documents")ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2014, neither IXnet Merchants nor any of its subsidiaries had, and since such date neither IXnet nor Subsidiaries has any of such subsidiaries incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually required by GAAP to be set forth on its consolidated balance sheet or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present , other than in the consolidated financial position ordinary course of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsbanking business.

SEC Documents. Undisclosed Liabilities. IXnet andMidland has made available to Vista a true and complete copy of each report, to the extent applicableschedule, its subsidiaries have registration statement, and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Midland with the SEC since October 1December 31, 1998, 1995 and IXnet has delivered prior to or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to on the extent applicable, its subsidiaries with the SEC since such date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet Midland SEC Documents"), which are all the documents (other than preliminary material) that Midland was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the IXnet Midland SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Midland SEC Documents, and none of the IXnet Midland SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Midland included in all IXnet the Midland SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECUnited States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position in accordance with applicable requirements of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been normal, recurring adjustments, none of which are material) the consolidated financial position of Midland and are not expected its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Midland and its consolidated Subsidiaries for the periods presented therein. In addition, Midland has made available to be material in amount). Except Vista the audited consolidated balance sheets of Midland and its Subsidiaries as set forth in Schedule 3.01(e)of December 31, at 1997, together with the date audited consolidated statements of operations, shareholder's equity and cash flows of Midland and its Subsidiaries for the most recent year then ended (such audited consolidated financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior Midland being referred to the date of this Agreement (as the "Recent IXnet SEC DocumentsMidland Financial Statements"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been The Midland Financial Statements were prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of IXnet Midland and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and the consolidated results of their operations and the consolidated cash flows of Midland and its Subsidiaries for the periods then ended (subject period presented therein. Except as disclosed in the Midland SEC Documents, there are no agreements, arrangements, or understandings between Midland and any party who is at the date of this Agreement or was at any time prior to normal year-end adjustments the date hereof but after December 31, 1995 an Affiliate of Midland that have not been and are not expected required to be material disclosed in amount) and the Midland SEC Documents. (ii) all financial data so supplied for such periods is true and accurate in all material respects.e)

SEC Documents. Undisclosed Liabilities. IXnet andTransferee has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or Securities Act (all such documents filed on or prior to the extent applicableExecution Date, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “Transferee SEC Documents"”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet The Transferee SEC Documents, and none of the IXnet SEC Documents (including any and all audited or unaudited financial statements and any notes thereto or schedules included therein) as therein (the “Transferee Financial Statements”), at the time filed (in the case of such dates (andregistration statements, if amended or superseded by a filing prior to the date of this Agreement, then solely on the date of such filingeffectiveness) contained (except to the extent corrected by a subsequently filed Transferee SEC Document filed prior to the Execution Date) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements misleading and (including the related notesb) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form complied in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of Securities Act, as the SEC with respect thereto, have been case may be. The Transferee Financial Statements were prepared in accordance with generally accepted accounting principles (exceptGAAP, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of IXnet and its consolidated subsidiaries the business of Transferee as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case ended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not resigned or been dismissed as independent registered public accountants of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except Transferee as set forth in Schedule 3.01(e), at the date a result of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best connection with any disagreement with Transferee on any matter of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated or practices, financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatement disclosure or auditing scope or procedures.

SEC Documents. Undisclosed Liabilities. IXnet and, to The Company has filed with the extent applicable, its subsidiaries have filed SEC all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents") required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). All SEC Documents required to be filed were timely filed. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated and consolidating financial position of IXnet the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments that have not been and are not expected to be material in amountfootnotes). Except as set forth in Schedule 3.01(e), at the date of Financial Statements filed with the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (hereof, the "Recent IXnet SEC Documents")Company has no liabilities, neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (i) whichliabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SECCompany and (iii) applied on a consistent basis during liabilities and obligations incurred in connection with the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as closing of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectstransactions contemplated thereby.

SEC Documents. Undisclosed Liabilities. IXnet andBuyer has timely filed with the SEC all forms, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC (including exhibits and other information incorporated therein) required to be filed by it since October July 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of 2004 under the Securities Act Act, or the Exchange ActAct (such documents, as supplemented and amended since the case may betime of filing, and collectively, the rules and regulations “Buyer SEC Documents”). No subsidiary of Buyer is required to file any form, report, registration statement, prospectus or other document with the SEC promulgated thereunder applicable to such IXnet SEC. To the knowledge of Buyer, the Buyer SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements or schedules included therein) as of such dates in the Buyer SEC Documents, at the time filed (and, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): (a) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of Buyer (including the related notes) of IXnet included in all IXnet the Buyer SEC Documents at the time filed since October 1(and, 1998 (in the "IXnet case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Financial Statements"Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) comply as to form complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end normal, recurring audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date amount and giving effect to amendments of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet Buyer SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present material respects the consolidated financial position of IXnet Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsended.

SEC Documents. Undisclosed Liabilities. IXnet andGeneral Partner’s and Parent’s Annual Report on Form 10-K, to as amended, for the extent applicablefiscal year ended December 31, its subsidiaries have filed 2012 (the “Parent 2012 Form 10-K”), and all required other reports, schedulesregistration statements, formsdefinitive proxy statements or information statements required to be filed or furnished by General Partner or Parent or any of their Subsidiaries subsequent to January 1, statements and other documents 2010 under the Securities Act or under the Exchange Act with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “Parent SEC Documents"). As of their respective dates”) in the form filed, the IXnet SEC Documents as amended, (i) complied in all material respects as to form with the applicable requirements of under the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements ; and each of the balance sheets contained in or incorporated by reference into any such Parent SEC Document (including the related notesnotes and schedules thereto) fairly presents the financial position of IXnet included the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in all IXnet stockholders’ equity and cash flows or equivalent statements in such Parent SEC Documents filed since October 1(including any related notes and schedules thereto) fairly presents the results of operations, 1998 (changes in stockholders’ equity and changes in cash flows, as the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect theretoentity or entities to which such statement relates for the periods to which it relates, have been prepared in each case in accordance with generally accepted accounting principles (exceptGAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year end audit adjustments in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth for those liabilities that are fully reflected or reserved against in Schedule 3.01(e), at the date of the most recent audited financial statements consolidated balance sheet of IXnet included General Partner and its Subsidiaries contained in the IXnet Parent 2012 Form 10-K and, except for liabilities reflected in Parent SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement (the "Recent IXnet SEC Documents")Agreement, since December 31, 2012, neither IXnet General Partner nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually required by GAAP to be set forth on its consolidated balance sheet or in the aggregatenotes thereto, other than those which would not reasonably be expected to have an IXnet Material Adverse Effect. To a material adverse effect on General Partner’s, Parent’s or Merger Sub’s ability to consummate the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectstransactions contemplated hereby.

SEC Documents. Undisclosed Liabilities. IXnet and, to The Company has filed with the extent applicable, its subsidiaries have filed Securities and Exchange Commission (the "SEC") all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")) required to be filed by it pursuant to the Securities Act and the Exchange Act. Since June 30, 2002, all SEC Documents required to be filed were timely filed. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated and consolidating financial position of IXnet the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments that have not been and are not expected to be material in amountfootnotes). Except as set forth in Schedule 3.01(e), at the date of Financial Statements filed with the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")hereof, neither IXnet the Company nor any of its subsidiaries hadhas any liabilities, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (i) whichliabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SECCompany or any of its subsidiaries and (iii) applied on a consistent basis during liabilities and obligations incurred in connection with the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof Closing Documents and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectstransactions contemplated thereby.

SEC Documents. Undisclosed LiabilitiesRDDI hereby makes reference to all documents it has filed with the United States Securities and Exchange Commission (the “SEC”), some of which are posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”). IXnet and, The SEC Documents constitute all of the documents and reports that RDDI was required to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents file with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, pursuant to the extent applicable, its subsidiaries with Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")RDDI became a reporting company. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet RDDI included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries RDDI as of the dates thereof and the its consolidated results statements of its operations operations, shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be have a material in amountadverse effect on RDDI, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of RDDI as disclosed in Schedule 3.01(e), at the date of the RDDI’s most recent audited financial statements of IXnet included in SEC Document, including the IXnet SEC Documents filed by IXnet notes thereto, RDDI has no liability or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably otherwise and whether required to be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied reflected on a consistent basis during balance sheet or not). Neither RDDI nor its officers or directors have received any correspondence from the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsSEC commenting on any SEC Document.

SEC Documents. Undisclosed Liabilities. IXnet and, Ramtron has timely filed with the United States Securities and Exchange Commission (the "SEC") all of the documents that Ramtron was required to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents file with the SEC since October 1from December 31, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 2003 through the extent applicable, its subsidiaries with the SEC since such date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet Ramtron SEC Documents"). As Except as disclosed in the Ramtron SEC Documents, as of their respective dates, the IXnet Ramtron SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder then applicable to such IXnet Ramtron SEC Documents, and none of the IXnet Ramtron SEC Documents (including any and all financial statements included therein) Documents, as of such dates (andtheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed in the Ramtron SEC Documents, the consolidated financial statements (including the related notes) of IXnet Ramtron and its subsidiaries included in all IXnet the Ramtron SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted general accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present the consolidated financial position presented in accordance with applicable requirements of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended generally accepted accounting principles (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to recurring adjustments, none of which were or will be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwisematerial) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Ramtron and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Ramtron and its subsidiaries for the periods then ended presented therein. For purposes of this paragraph the italicized term "material" shall mean any non-compliance as to form, or any misstatement or omission of a fact, that individually or in the aggregate would result in an adverse change (subject to normal year-end adjustments that have not been and are not expected to be material A) in amountthe capital, consolidated assets, or consolidated liabilities of Ramtron of more than Five percent (5.0%), or (B) and in the consolidated gross income or consolidated gross expenses of Ramtron of more than Ten percent (ii) all financial data so supplied for such periods is true and accurate in all material respects10.0%).

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all required reports, schedules, forms, statements reports and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available required to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andit under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the extent applicable, its subsidiaries with two years preceding the SEC since such date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the foregoing reports being collectively referred to herein as the "IXnet SEC Documents")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial balance sheets of the Company and its Subsidiaries contained in the SEC Documents, and the related consolidated statements (of income, changes in stockholders' equity and changes in cash flows for the periods then ended, including the related notes) of IXnet included in all IXnet SEC Documents filed since October 1footnotes thereto, 1998 (the "IXnet SEC Financial Statements") comply except as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoindicated therein, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during consistently followed throughout the periods involved (indicated, except as that unaudited financial statements contained therein do not contain notes and may be indicated in the notes thereto) subject to normal audit adjustments and normal annual adjustments and fairly present the consolidated financial position condition of IXnet the Company and its consolidated subsidiaries Subsidiaries as of and for the dates thereof and, except as indicated therein, reflects all claims against and all material debts and liabilities of the Company and its consolidated Subsidiaries, fixed or contingent, as at and for the dates thereof; and the consolidated related statements of income, stockholders' equity and changes in cash flows fairly present the results of the operations of the Company and its operations consolidated Subsidiaries and cash flows the changes in financial position for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)period indicated. Except as set forth in Schedule 3.01(e), at Since the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Company's 14 last filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Quarterly Report on Form 10-Q Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsDisclosure Materials.

SEC Documents. Undisclosed Liabilities. IXnet andSince January 1, to 1997, Acquiror has filed or, in the extent applicablecase of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), its subsidiaries have filed will file all required reports, schedules, forms, statements and other documents Documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Acquiror Post-Signing SEC Documents, the "IXnet ACQUIROR SEC DocumentsDOCUMENTS"). As of their respective dates, the IXnet Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such IXnet Documents contained or, in the case of the Acquiror Post-Signing SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andwill contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Acquiror included in all IXnet the Acquiror SEC Documents filed since October 1comply or, 1998 (in the "IXnet case of the Acquiror Post-Signing SEC Financial Statements") Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, for the lack of normal year- end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountthe absence of footnotes). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included disclosed in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet Acquiror SEC Documents"), neither IXnet nor as required by GAAP or as required by any of its subsidiaries hadGovernmental Entity, and Acquiror has not, since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared 1997, made any change in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) practices or policies applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated preparation of financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatements.

SEC Documents. Undisclosed Liabilities. IXnet andBICC has provided to Seller and the Shareholder its Registration Statement on Form 10, Annual Report on Form 10-K for the year ended September 30, 1996, its Quarterly Reports on Form 10-Q for the quarters ended December 31, 1996 and March 31, 1997, and its proxy statement with respect to the extent applicableAnnual Meeting of Stockholders held on February 20, its subsidiaries have filed all required reports, schedules, forms, statements and other 1997 (such documents with the SEC since October 1, 1998, and IXnet has delivered or made available collectively referred to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, herein as the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet BICC included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet BICC and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to except in the case of interim period financial information for normal year-end adjustments that have not been adjustments). All material agreements, contracts and are not expected other documents required to be material filed as exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in amountBICC's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the "Form 10-Q") reflects, as of the date thereof, all liabilities, debts and (ii) all financial data so supplied for obligations of any nature, kind or manner of BICC and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such periods is true and accurate in all material respectsbalance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Undisclosed Liabilities. IXnet and, to The Company has filed with the extent applicable, its subsidiaries have filed SEC all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents") required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). All SEC Documents required to be filed were timely filed. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated and consolidating financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments that have not been and are not expected to be material in amountfootnotes). Except as set forth in Schedule 3.01(e), at the date of Financial Statements filed with the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (hereof, the "Recent IXnet SEC Documents")Company has no liabilities, neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (x) whichliabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SECCompany and (z) applied on liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided a consistent basis during the periods involved (except as may be indicated copy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as preparation of the dates thereof and Financial Statements or in the consolidated results ordinary course of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsCompany’s business.

SEC Documents. Undisclosed Liabilities. IXnet andSince January 1, 2014, EFI has timely filed with or furnished to the extent applicableU.S. Securities Exchange Commission (“SEC”), its subsidiaries have filed all required reportsand has heretofore made available to Sellers true and complete copies of, scheduleseach form, formsregistration statement, statements report, schedule, proxy or information statement and other documents document (including exhibits and amendments thereto), required to be filed, furnished or submitted by it with the SEC since October 1, 1998, and IXnet has delivered or made available mailed to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, its shareholders pursuant to the extent applicable1933 Act, its subsidiaries with the SEC since such date 1934 Act or rules promulgated thereunder (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “EFI SEC Documents"Reports”). As of their respective datesdates (or, if any EFI SEC Reports were amended, as of the IXnet date such amendment was filed with the SEC), each EFI SEC Documents Report, including any financial statements or schedules included therein and as amended, if amended, (i) complied in all material respects with the all applicable requirements of the Securities 1933 Act or and the Exchange 1934 Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet EFI included in all IXnet the EFI SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in or the case of unaudited consolidated quarterly statementsInternational Financial Reporting Standards, as permitted by Form 10-Q of the SEC) applied on a consistent basis applicable, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries EFI as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have which will not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e)material, at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, either individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects).

SEC Documents. Undisclosed Liabilities. IXnet andAltair has made available to TMI a true and complete copy of each report, to the extent applicableschedule, its subsidiaries have registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Altair with the SEC (which includes the documents filed with the Ontario Securities Commission) since October January 1, 1998, 1994 and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, prior to the extent applicable, its subsidiaries date of this Agreement (the "ALTAIR SEC DOCUMENTS") which are all the documents that Altair was required to file with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")date. As of their respective dates, the IXnet Altair SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Altair SEC Documents, and none of the IXnet Altair SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Altair included in all IXnet the Altair SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with Canadian generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position in accordance with applicable requirements of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended Canadian generally accepted accounting principles (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and normal, recurring adjustments, none of which are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwisematerial) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Altair and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of Altair and its consolidated Subsidiaries for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectspresented therein.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have MIGI has filed all required reports, schedules, forms, statements and other documents with the SEC since October January 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 2004 (the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “MIGI SEC Documents"”). As of their respective datesits date, the IXnet each MIGI SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules rules, policy statements and regulations of the SEC promulgated thereunder applicable to such IXnet MIGI SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of MIGI filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such MIGI SEC Documents have been modified or superseded by a later filed MIGI SEC Document. The consolidated financial statements (including the related notes) of IXnet MIGI included in all IXnet SEC Documents MIGI’s annual report on Form 10-K for the fiscal year ended December 31, 2006, complied at the time they were filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries MIGI as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth for liabilities incurred in Schedule 3.01(e), at connection with the transactions contemplated by this Agreement or in the ordinary course of business since the date of the most recent audited financial statements of IXnet balance sheet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet MIGI SEC Documents"), neither IXnet MIGI nor any Subsidiary of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, MIGI has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of MIGI or the notes thereto which, individually or in the aggregate, would reasonably be expected to have an IXnet a MIGI Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q None of the SEC) applied on a consistent basis during Subsidiaries of MIGI is subject to the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position informational reporting requirements of IXnet and its consolidated subsidiaries as Section 13 of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsExchange Act.

SEC Documents. Undisclosed Liabilities. IXnet and, INDI hereby makes reference to the extent applicablefollowing ------------- documents filed with the United States Securities and Exchange Commission (the "SEC"), its subsidiaries have as posted on the SEC's website, wxx.xxx.xxx: (collectively, the "SEC ----------- Documents"): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents and reports that INDI was required reports, schedules, forms, statements and other documents to file with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, pursuant to the extent applicable, its subsidiaries with Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since such date (collectivelythe effectiveness of INDI's Form 10-SB12G filed on December 4, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")2000. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet INDI included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries INDI as of the dates thereof and the consolidated results its statements of its operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be have a material in amountadverse effect on INDI, its business, financial condition or results of operations). Except as and to the extent set forth in Schedule 3.01(e)on the consolidated balance sheet of INDI as of September 30, at 2002, including the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet notes thereto, INDI has no liability or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whichotherwise and whether required to be reflected on a balance sheet or not), individually or except for liabilities and obligations incurred in the aggregateordinary course of business consistent with past practices since September 30, would 2002 which in the aggregate could not reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledgea material adverse effect on INDI, (i) all historical its business, financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated condition or results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsoperations.

SEC Documents. Undisclosed Liabilities. IXnet and, CryptoSign hereby makes reference to the extent applicable, its subsidiaries have documents filed all required reports, schedules, forms, statements and other documents with the SEC since October 1Commission, 1998as posted on the SEC’s website, xxx.xxx.xxx, including, but not limited to, (a) Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as filed with the SEC, which contained audited balance sheets of the CryptoSign as of June 30, 2015 and 2014, and IXnet has delivered or made available to Parent the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended and all reports, schedules, forms, statements other 10-Ks for prior years; and (b) Quarterly Reports on Form 10-Q and (c) all other documents reports filed by IXnet and, to the extent applicable, its subsidiaries CryptoSign under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since such date Commission (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents")”) and any amendments thereto. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be, ”) and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet CryptoSign included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles US GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries CryptoSign as of the dates thereof and the consolidated results its statements of its operations operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have which were not been and are not expected to be have a material in amountadverse effect on CryptoSign, its business, financial condition or results of operations). Except as and to the extent set forth in Schedule 3.01(e)on the balance sheet of CryptoSign as of June 30, at the date of the most recent audited financial statements of IXnet 2015 included in the IXnet SEC Documents filed by IXnet Documents, including the notes thereto or its subsidiaries since October 1, 1998 and prior to the date on Schedule 4.9 of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities Agreement. CryptoSign has no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably otherwise and whether required to be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied reflected on a consistent basis during balance sheet or not). CryptoSign does not have pending before the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position Commission any request for confidential treatment of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsinformation.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Buyer has filed all required reports, schedules, forms, statements reports and other ------------- documents with the SEC since October 1December 31, 19981994 (collectively, and IXnet has delivered or made available to Parent the "Buyer SEC Reports") all reports, schedules, forms, statements and other documents of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectivelyin a timely manner and constitute all forms, and in each case including all exhibits and schedules thereto reports and documents incorporated required to be filed by reference thereinBuyer since December 31, 1994 under the "IXnet SEC Documents")Securities Laws. As of their respective dates, the IXnet Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Buyer included in all IXnet or incorporated by reference into the Buyer SEC Documents filed since October 1Reports (including any related notes and schedules) fairly presents the results of operations, 1998 (retained earnings or cash flows, as the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements case may be, of Buyer and the published rules and regulations Buyer Subsidiaries for the periods set forth therein (subject, in the case of the SEC with respect theretounaudited statements, have been prepared to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsExchange Act.

SEC Documents. Undisclosed LiabilitiesUnigene’s Common Stock is registered under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”). IXnet andExcept for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, to the extent applicable2005, its subsidiaries have Unigene has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents required to be filed by IXnet and, it with the Securities and Exchange Commission (the “SEC”) pursuant to the extent applicable, its subsidiaries with reporting requirements of the SEC since such date Exchange Act (collectively, all of the foregoing filed prior to the Closing Date and in each case including all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the "IXnet “SEC Documents"”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet the SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted 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. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet Unigene included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited consolidated quarterly statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries Unigene as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet andThe Purchaser has furnished the Shareholders with a correct and complete copy of each report, to schedule, and final registration statement filed by the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents Purchaser with the SEC since October on or after January 1, 19982001 (the "SEC Documents"), and IXnet has delivered or made available which are all the documents (other than preliminary materials) that the Purchaser was required to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries file with the SEC since such date on or after January 1, 2001. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingthereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements (including of the related notes) of IXnet Purchaser included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be have been indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of IXnet the Purchaser and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended. The Purchaser has filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE 7.4 sets forth a correct and complete list of all documents or agreements, in the case of unaudited quarterly statementsif any, which would be included as exhibits to normal yearan Annual Report on Form 10-end audit adjustments that K and which have not heretofore been and are not expected filed as an exhibit to be material in amount). Except as set forth in Schedule 3.01(e)any of the SEC Documents, at if the Purchaser were required to file such Form 10-K for the period ended on the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to immediately preceding the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent Regulation S-K promulgated by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet andTo the knowledge of the Seller, to the extent applicable, its subsidiaries have Company has filed with the SEC all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents")”) required to be filed by it pursuant to the Securities Act, and the Exchange Act. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, and none of at the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andtime they were filed with the SEC, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC “Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as filed under Form 6-K under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated and consolidating financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments that have not been and are not expected to be material in amountfootnotes). Except as set forth in Schedule 3.01(e), at the date of Financial Statements filed with the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (hereof, the "Recent IXnet SEC Documents")Company has no liabilities, neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (x) whichliabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) Company, and (iiz) all financial data so supplied for such periods is true liabilities and accurate obligations incurred in all material respectsconnection with the Closing.

SEC Documents. Undisclosed Liabilities. IXnet and, All the documents (other than preliminary material) that the Company was required to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents file with the SEC since October 1for the past three years including, 1998without limitation, each report, schedule, registration statement and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents definitive proxy statement filed by IXnet and, to the extent applicable, its subsidiaries with Company (as such documents have since the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereintime of their filing been amended, the "IXnet Company SEC Documents"), have been timely filed. As of their respective dates, (i) the IXnet Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Company SEC Documents, and (ii) none of the IXnet Company SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed in the Company Disclosure Letter, the consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the Company SEC Documents filed since October 1(including, 1998 without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2001, as audited by PricewaterhouseCoopers LLP (such balance sheet is referred to hereinafter as the "IXnet SEC Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements") comply as to form )), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of February 28, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (subject including the notes thereto) and which were not reflected on the Balance Sheet. Since February 28, 2001, except as and to normal year-end adjustments the extent set forth in the Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that have not been and are not would be reasonably expected to have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be material in amount) and (ii) all financial data filed as exhibits to any of the Company SEC Documents have been so supplied for such periods filed. No Subsidiary of the Company is true and accurate in all material respectsrequired to file any form, report or other document with the SEC.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have 3.4.1 The Buyer has filed all required reports, schedules, forms, statements reports and other documents with the SEC since October January 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date 2003 (collectively, the "Buyer SEC Reports"), all of which were prepared in all material respects in accordance with the Securities Act of 1933 and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Securities Exchange Act of 1934 (collectively, the "IXnet SEC DocumentsSecurities Laws"). As of their respective dates, the IXnet Buyer SEC Documents Reports (a) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinb) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The representation in clause (b) of the preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed prior to the date of this Agreement which was superseded by and corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement. Each of the consolidated balance sheets of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the consolidated financial position of the Buyer and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the related notes) date of IXnet included in all IXnet SEC Documents filed since October 1this Agreement, 1998 (fairly presents the "IXnet SEC Financial Statements") comply results of operations, retained earnings or cash flows, as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect theretoBuyer and its subsidiaries for the periods set forth therein, have been prepared in each case in accordance with generally accepted accounting principles (GAAP consistently applied during the periods involved except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to related notes and for normal year-end audit adjustments that have which will not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet amount or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectseffect.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Acquiror has filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, registration statements, definitive proxy statements, information statements and other documents filings required to be filed by IXnet and, to the extent applicable, its subsidiaries it with the SEC since such date February 16, 2000 (collectively, and including the Acquiror Post-Signing SEC Documents (as defined in each case including all exhibits and schedules thereto and documents incorporated by reference thereinSection 6.09), the "IXnet Acquiror SEC Documents"). As of their respective dates, the IXnet Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such IXnet Documents contained or, in the case of the Acquiror Post-Signing SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andwill contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Acquiror included in all IXnet the Acquiror SEC Documents filed since October 1, 1998 (the "IXnet SEC Acquiror Financial Statements") comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of IXnet Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountthe absence of footnotes). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included disclosed in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet Acquiror SEC Documents"), neither IXnet nor as required by GAAP or as required by any of its subsidiaries hadGovernmental Entity, and Acquiror has not, since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared 1999, made any change in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) practices or policies applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated preparation of financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatements.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Buyer has filed all required reports, schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the “SEC”) since October April 1, 1998, and IXnet has delivered 1999 (together with later filed documents that revise or made available to Parent all reports, schedules, forms, statements and other documents supersede earlier filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereindocuments, the "IXnet “Buyer SEC Documents"”). As of their respective dates, the IXnet Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet Buyer SEC Documents, and none . None of the IXnet Buyer SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Buyer included in all IXnet the Buyer SEC Documents filed since October 1, 1998 (complied as of their respective dates of filing with the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e)the Buyer SEC Documents, at the date of the most recent audited financial statements of IXnet included and except for liabilities and obligations incurred in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1ordinary course of business consistent with past practice, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer or in the notes thereto which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To a material adverse effect on the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated business or results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsof Buyer.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all reports required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents be filed by IXnet andit under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the extent applicable, its subsidiaries with one year preceding the SEC since date hereof (or such date shorter period as the Company was required by law to file such material) (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the foregoing materials being collectively referred to herein as the "IXnet SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension). As of their respective filing dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC Commission promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto) thereto or, in the case of unaudited interim statements, to the extent they may include footnotes or may be condensed as summary statements, and fairly present in all material respects the consolidated financial position of IXnet the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have adjustments. The Company last filed audited financial statements with the Commission on August 29, 1996, and the Company has not been and are not expected to be material received any comments from the Commission in amount)respect of such audited financial statements. Except as set forth in Schedule 3.01(e), at Since the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents last filed by IXnet Quarterly Report on Form 10-Q, there has been no event, occurrence or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries development that has had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities would have or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would could reasonably be expected to have an IXnet result in a Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated Effect which is not specifically disclosed in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsDisclosure Materials.

SEC Documents. Undisclosed Liabilities. IXnet and, Purchaser has made available to the extent applicableCompany, its subsidiaries have by reference to Purchaser’s and the SEC’s website, Purchaser’s annual report on Form 10-K for the fiscal year ended March 31, 2010, all quarterly reports on Form 10-Q and reports on Form 8-K and amendments thereto filed all required reports, schedules, forms, statements and other documents by Purchaser with the SEC since October 1March 31, 1998, 2010 and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior up to the date of this Agreement, then on if any, and any proxy materials distributed to Purchaser’s stockholders since March 31, 2010 and up to the date of this Agreement, if any, in each case excluding any exhibits or attachments thereto (the “Purchaser SEC Filings”). The Purchaser SEC Filings (a) conformed, as of the dates of their respective filing with the SEC, in all material respects, to the requirements set forth in the instructions for such filingforms under the Securities Act of 1933, as amended (the “Securities Act”) contained and the Exchange Act, and (b) when taken together, did not, as of their respective filing dates, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed report with the SEC prior to the date hereof. The consolidated financial statements (including the related notes) of IXnet Purchaser included in all IXnet the Purchaser SEC Documents filed since October 1Filings fairly and accurately presented, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects respects, the consolidated financial condition of Purchaser and its consolidated subsidiaries as of their respective dates and Purchaser’s consolidated results of operations for the respective periods specified therein were prepared in accordance with applicable accounting requirements and GAAP (except as indicated in the published notes thereto or, in the case of unaudited statements included in quarterly reports on Form 10-Q or Form 8-K, as permitted by the rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by applicable to Form 10-Q of or Form 8-K, as the SEC) applied on a consistent basis during the periods involved (except as case may be indicated in the notes thereto) be, and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet CVD has delivered or made available to Parent Radiance true and correct copies of each registration statement, report, definitive proxy statement or definitive information statement and all reportsexhibits thereto filed (including exhibits and any amendments thereto) since January 1, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries 1997 with the SEC since such date under or pursuant to the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsCVD Reports"). As of their respective dates, or as subsequently amended prior to the IXnet SEC Documents Closing Date, the CVD Reports complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC DocumentsCVD Reports, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) CVD Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet CVD included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") CVD Reports comply as to form in all material respects with applicable accounting requirements and in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be maybe indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet CVD and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject subject, in the case of unaudited statements, to normal year-end adjustments that have not been audit adjustments, the absence of notes and are not expected as permitted by Form 10-Q of the Exchange Act). As of their respective dates, the CVD Reports complied as to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate form in all material respectsrespects with the applicable requirements of the Securities Act and/or the Exchange Act.

SEC Documents. Undisclosed Liabilities. IXnet and, The Company hereby makes reference to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other following documents filed by IXnet and, to the extent applicable, its subsidiaries Company with the SEC since such date Commission, which are available for review on the Commission’s website, xxx.xxx.xxx: (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents")”): (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2007; (b) and Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2008; and any amendments thereto. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the its consolidated results statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be have a material in amountadverse effect on the Company, its business, financial condition or results of operations). Except as and to the extent set forth in Schedule 3.01(e), at on the date balance sheet of the most recent audited financial statements Company as of IXnet included in September 30, 2008, including the IXnet SEC Documents filed by IXnet notes thereto, the Company has no liability or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably otherwise and whether required to be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied reflected on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsbalance sheet or not).

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements statements, exhibits and other documents required to be filed by IXnet and, it with the Securities and Exchange Commission (the “SEC” ) pursuant to the extent applicablereporting requirements of the Securities Exchange Act of 1934, its subsidiaries with the SEC since such date (collectivelyas amended, and in each case including the rules and regulations promulgated thereunder (the “Exchange Act”) for the twelve (12) months preceding the date hereof (all of the foregoing filed prior to or on the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to in this Agreement collectively as the "IXnet “SEC Documents"” and individually as a “SEC Document”). As Each of their respective datesthe SEC Documents, as it may have been subsequently amended by filings made by the IXnet Company with the SEC Documents prior to the date hereof, complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Document as of the date of filing. None of the SEC Documents, and none as of the IXnet date of filing and as it may have been subsequently amended by filings made by the Company with the SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing) contained any untrue statement of a material fact or omitted 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. The consolidated financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statementsUnited States, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments adjustments). All material agreements that have not been and are not expected were required to be material in amount). Except filed as set forth in Schedule 3.01(e)exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, at the date “Material Agreements”) to which the Company is a party, or the property or assets of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Company or are subject, have been filed by IXnet or its subsidiaries since October 1, 1998 and prior as exhibits to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor . All Material Agreements are valid and enforceable against the Company in accordance with their respective terms. The Company is not in breach of or default under any of its subsidiaries hadthe Material Agreements, and since to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such date neither IXnet nor any of Material Agreement, except in each case, for such subsidiaries incurred, any liabilities breaches or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, defaults as would not reasonably be expected to have an IXnet Material Adverse Effecta material adverse effect on the Company’s financial condition or results of operations. To the best The Company has not received a notice of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q termination of any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsMaterial Agreements.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Acquiror has filed all required reports, schedules, forms, statements and other documents Documents with the SEC (as defined in Article X) since October January 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 1996 (including the extent applicable, its subsidiaries with the Post-Signing SEC since such date Documents (collectively, and as defined in each case including all exhibits and schedules thereto and documents incorporated by reference thereinSection 6.13), the "IXnet Acquiror SEC Documents"). As of their respective dates, the IXnet Acquiror SEC ---------------------- Documents complied or, in the case of the Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such IXnet Documents contained or, in the case of the Post-Signing SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andwill contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted or, in the case of the Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet Acquiror included in all IXnet the Acquiror SEC Documents filed since October 1comply or, 1998 (in the "IXnet case of the Post-Signing SEC Financial Statements") Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed LiabilitiesFinancial Statements; Sarbanes-Oxley. IXnet andSince June 30, to 2000, the extent applicable, its subsidiaries have filed all required reportsCompany has timely filex xxx xxxxxxx, schedules, forms, statements and other documents required to be filed by it with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, pursuant to the extent applicable, its subsidiaries with reporting requirements of the SEC since such Exchange Act (all of the foregoing filed prior to the date (collectively, hereof and in each case including all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "IXnet SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents (including via EDGAR), except for such exhibits and incorporated documents. As of their xx xxeir respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet the SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited consolidated quarterly statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet Documents, the Company has no liabilities, contingent or its subsidiaries since October 1otherwise, 1998 other than liabilities incurred in the ordinary course of business subsequent to March 30, 2003, and prior liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to March 30, 2003 are not, in the aggregate, material to the date financial condition or operating results of this Agreement the Company. The Company is in substantial compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the "Recent IXnet SEC DocumentsSarbanes- Oxley Act"), and the rxxxx xxx xxxxxations promulgated xxxxxxxxxx, xxxt are effective, and intends to comply substantially with other applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations promulgated thexxxxxxx, xxxx the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act; such certifications contain no qualifications xx xxxxxxxxxx to the matters certified therein and have not been modified or withdrawn; and neither IXnet the Company nor any of its subsidiaries hadofficers has received notice from any governmental entity questioning or challenging the accuracy, and since such date neither IXnet nor any completeness, form or manner of filing or submission of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effectcertifications. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) The representations and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (warranties herein contained are subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsSchedule 3.7.

SEC Documents. Undisclosed LiabilitiesNPS has filed reports required to be filed by it under -------------- the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as NPS was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports"). IXnet and, to The SEC Documents constitute all of the extent applicable, its subsidiaries have documents and reports that NPS filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, pursuant to the extent applicable, its subsidiaries with Exchange Act and the rules and regulations promulgated thereunder by the SEC since such date (collectivelyJanuary 1, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")2004. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet NPS included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECapplicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries NPS as of the dates thereof and the consolidated results its statements of its operations operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be have a material in amountadverse effect on NPS, its business, financial condition or results of operations). Except as and to the extent set forth in Schedule 3.01(e)on the consolidated balance sheet of NPS June 30, at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet 2004, NPS has no liability or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whichotherwise and whether required to be reflected on a balance sheet or not); provided, individually that as of or prior to the Closing Date, all liabilities reflected in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 such balance sheet shall have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10settled, and NPS will complete the divestiture of its wholly-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries owned subsidiary as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsClosing Date.

SEC Documents. Undisclosed Liabilities. IXnet andSince January 1, to 1997, Acquiror has filed or, in the extent applicablecase of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), its subsidiaries have filed will file all required reports, schedules, forms, statements and other documents Documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Acquiror Post-Signing SEC Documents, the "IXnet Acquiror -------- SEC Documents"). As of their respective filing dates, the IXnet Acquiror SEC -------------- Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such IXnet Documents contained or, in the case of the Acquiror Post-Signing SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andwill contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, not misleading. The consolidated financial statements (including the related notes) of IXnet Acquiror included in all IXnet the Acquiror SEC Documents filed since October 1comply or, 1998 (in the "IXnet case of the Acquiror Post- Signing SEC Financial Statements") comply Documents, will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, for the lack of normal year-end adjustments and the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountthe absence of footnotes). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included disclosed in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet Acquiror SEC Documents"), neither IXnet nor as required by GAAP or as required by any of its subsidiaries hadGovernmental Entity, and Acquiror has not, since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared 1998, made any change in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) practices or policies applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated preparation of financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatements.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet ADS has delivered or made available to Parent the Company each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since December 31, 1996, which reports constitute all reports, schedules, forms, statements and of the documents (other documents than preliminary material) required to be filed by IXnet andADS with the Securities and Exchange Commission ("SEC") since such date, to each in the extent applicable, its subsidiaries form (including exhibits and any amendments thereto) filed with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsADS Reports"). As of their respective dates, each of the IXnet SEC Documents ADS Reports complied and, in the case of filings after the date hereof, will comply as to form in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be, and the rules and regulations thereunder. None of the SEC promulgated thereunder applicable to such IXnet SEC DocumentsADS Reports contained, and none as of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (anddate they were filed, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted 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. The ADS has filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since December 31, 1996. Each of the consolidated financial statements balance sheets of ADS included in or incorporated by reference into the ADS Reports (including the related notesnotes and schedules) fairly present in all material respects the consolidated financial position of IXnet ADS and the ADS Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of ADS included in or incorporated by reference into the ADS Reports (including any related notes and schedules) fairly present in all IXnet SEC Documents filed since October 1material respects the results of operations, 1998 retained earnings or cash flows, as the case may be, of ADS and the ADS Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). Except as and to the extent reflected or reserved against in the financial statements included in the ADS's Annual Report on Form 10-K for the year ended December 31, 1999 (the "IXnet SEC Financial StatementsADS Form 10-K") or as disclosed herein or in the ADS Disclosure Statement, neither ADS nor any of the ADS Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, results of operations or financial conditions of ADS and the ADS Subsidiaries taken as a whole. Except as set forth in the ADS Disclosure Statement, since December 31, 1999, neither ADS nor any of the ADS Subsidiaries has incurred any liability or obligation of any kind which, in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of ADS and the ADS Subsidiaries taken as a whole, except in the ordinary course of business. There are no extraordinary or material non-recurring items of income or expense during the periods covered by such financial statements, and the consolidated balance sheets of ADS included or incorporated therein do not reflect any write-up or revaluation increasing the book value of any assets, except in either case as specifically disclosed in the notes thereto. The financial statements of ADS, including the notes thereto, included in or incorporated by reference into the ADS Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to Since December 31, 1999 have 1996, there has been prepared no change in ADS's accounting methods or principles that would be required to be disclosed in ADS financial statements in accordance with generally accepted accounting principles (GAAP, except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated described in the notes thereto) and fairly present the consolidated to such ADS financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsstatements.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Parent has filed all required forms, reports, exhibits, schedules, forms, statements and other documents with the SEC since October 1September 2, 19981998 (collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have been filed with the SEC and IXnet has delivered or made available to Parent constitute all forms, reports, exhibits, schedules, forms, statements and other documents required to be filed by IXnet andParent under the Securities Laws since September 2, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")1998. As of their respective dates, the IXnet Parent SEC Documents Reports, including any financial statement or schedules included or incorporated therein by reference (i) complied as to form in all 34 41 material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the related notesnotes and schedules) fairly presents the consolidated results of operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply Exchange Act. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in . No Parent Subsidiary is subject to the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q periodic reporting requirements of the SEC) applied on a consistent basis during Exchange Act or is otherwise required to file any documents with the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities national securities exchange or obligations of any nature (whether accrued, absolute, contingent quotation service or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectscomparable Governmental Entity.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have The Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since October 1December 31, 1998, and IXnet has delivered or made available to Parent all 1996. All reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date December 31, 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"). As of their respective dates, the IXnet SEC Documents ) complied in all material respects ------------- with the requirements of the Securities Act of 1933, as amended (the "Securities ---------- Act"), or the Exchange Act, as the case may be, and the rules and regulations of --- the SEC promulgated thereunder applicable to such IXnet SEC Documents, and and, at the time of filing, none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including of the related notes) of IXnet Company included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Company Financial ----------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results its statements of its operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments that have not been which were and are not expected to be material in amountmaterial). Except as and to the extent set forth in Schedule 3.01(e), at on the date balance sheet of the most recent audited financial statements of IXnet included in Company on April 30, 1998, including the IXnet SEC Documents filed by IXnet notes thereto, or its subsidiaries since October 1the Company Disclosure Schedule, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities Company has no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whichwhich would be required to be reflected on a balance sheet, individually or in the aggregatenotes thereto, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (principles, except as permitted by Form 10-Q for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC) applied on a consistent basis during SEC Documents and all amendments and modifications thereto, as well as, to the periods involved (except as may be indicated in the notes thereto) extent any shall exist, all amendments and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are not expected to be material currently in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectseffect.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet Price REIT has delivered or made available to Parent Kimco each registration statement, report, proxy statement or information statement and all reportsexhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, schedules1995, formswhich are set forth on the Price REIT Disclosure Letter, statements each in the form (including exhibits and other documents any amendments thereto) filed by IXnet andwith the United States Securities and Exchange Commission (the "SEC") (collectively, to the extent applicable"Price REIT Reports"). The Price REIT Reports, its subsidiaries which were filed with the SEC since such date (collectivelyin a timely manner, and in each case including constitute all exhibits and schedules thereto forms, reports and documents incorporated required to be filed by reference thereinPrice REIT under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "IXnet SEC DocumentsSecurities Laws"). As of their respective dates, the IXnet SEC Documents Price REIT Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of Price REIT included in or incorporated by reference into the Price REIT Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Price REIT and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Price REIT included in all IXnet SEC Documents filed since October 1or incorporated by reference into the Price REIT Reports (including any related notes and schedules) fairly presents the results of operations, 1998 retained earnings or cash flows, as the case may be, of Price REIT and its Subsidiaries for the periods set forth therein (subject, in the "IXnet SEC Financial Statements") comply as case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoamount or effect), have been prepared in each case in accordance with generally accepted accounting principles (consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied . Except as and to the extent set forth on a consistent basis during the periods involved (except as may be indicated in the consolidated balance sheet of Price REIT and its Subsidiaries at September 30, 1997, including all notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except or as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")Price REIT Reports, neither IXnet Price REIT nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, or reserved against in, a balance sheet of Price REIT or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied other than any such liabilities or obligations that, individually or in the aggregate, would reasonably be expected to not have an IXnet a Price REIT Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Accenture has filed all required reports, schedules, forms, statements and other documents required to be filed by Accenture with the SEC since October 1, 1998, Securities and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date Exchange Commission (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC") since July 20, 2001 (the "SEC Documents"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notesof Accenture included in Accenture's prospectus filed pursuant to Rule 424(b) of IXnet included in all IXnet SEC Documents filed since October 1the Securities Act on July 20, 1998 (the "IXnet SEC Financial Statements") 2001 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to Microsoft prior to the date hereof) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Accenture and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject subject, in the case of the unaudited statements, to normal year-year end adjustments that have not been audit adjustments). Except as set forth in the Filed SEC Documents (as defined below), as of the date hereof, neither Accenture nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Accenture and are not its consolidated subsidiaries or in the notes thereto and which can reasonably be expected to be have a material in amount) adverse effect on Accenture and (ii) all financial data so supplied for such periods is true and accurate in all material respectsits subsidiaries taken as a whole.

SEC Documents. Undisclosed Liabilities. IXnet andSince January 7, to 1997, the extent applicable, its subsidiaries have Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date any amendments thereto (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC DocumentsDOCUMENTS")) required to be filed by it pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT") . As of their respective dates, the IXnet SEC Documents Documents, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (andDocuments, if amended or superseded by a filing prior to at the date of this Agreementtime they were filed with the SEC, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial StatementsFINANCIAL STATEMENTS") comply ), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountadjustments). Except as set forth in Schedule 3.01(e), at the date There are no liabilities of the most recent audited financial statements of IXnet included in Company or the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1Subsidiary, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, which have not been reflected in the Financial Statements, other than liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, which liabilities, individually or in the aggregate, would reasonably be expected are not material to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q condition or operating results of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsCompany.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the “SEC”) since October 1December 31, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to 2008 (the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet “SEC Documents"”). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documentsthereunder, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended except to the extent that information contained in any SEC Document has been revised or superseded by a filing later document filed with the SEC and made publicly available prior to the date of this Agreement, then on none of the date of such filing) contained SEC Documents contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Company’s financial statements (including the related notes) of IXnet included in all IXnet the SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amountthe absence of footnotes). Except as set forth disclosed in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet Company nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the aggregate, notes thereto and which would reasonably be expected to have an IXnet a Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. Undisclosed Liabilities. IXnet andInnovex has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Documents”), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since expiration of any such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents")extension. As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable and there were no liabilities as of such dates, whether or not required by generally accepted accounting principles to be included in Innovex’s financial statements in such IXnet SEC Documents, and none which would have an Innovex Material Adverse Effect. The financial statements of Innovex included in the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of IXnet and its consolidated subsidiaries Innovex as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount)adjustments. Except as set forth in Schedule 3.01(e), at Since the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents Innovex’s last filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Quarterly Report on Form 10-Q of for the SEC) applied on a consistent basis during the periods involved (except as may be indicated quarter ended June 30, 2002, there has been no event, occurrence or development that has had an Innovex Material Adverse Effect which has not been specifically disclosed in the notes thereto) SEC Documents or in writing to Concorde by Innovex. There are no pending or current transactions between Innovex and fairly present the consolidated financial position any of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and Affiliates which are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.arm’s length. 5.12

SEC Documents. Undisclosed Liabilities. IXnet and, Ethanex has timely filed or furnished with or to the extent applicable, its subsidiaries have filed SEC all required reports, schedules, forms, statements reports and other documents with the SEC required to be filed or furnished by it since October January 1, 19982007 under the Securities Act and the Securities Exchange Act of 1934, and IXnet has delivered or made available to Parent all reports, schedules, as amended (the “Exchange Act”) (such forms, statements reports and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereindocuments, the "IXnet Ethanex SEC Documents"). As of their respective filing dates, and after giving effect to any amendments or supplements thereto, the IXnet Ethanex SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) each as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then in effect on the date of such filing) contained so filed, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Giving effect to the restatement that was included in Ethanex’s quarterly report on Form 10-QSB/A, filed with the Securities and Exchange Commission on July 2, 2007, the financial statements (including including, in each case, the related notes, if any, thereto) of IXnet Ethanex included in all IXnet the Ethanex SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply complied as to form of in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP as in effect on the respective dates thereof (except, except in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of IXnet Ethanex and its consolidated subsidiaries as of at the dates thereof and the condensed consolidated results of its their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and to any other adjustments described therein, all of which are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements a recurring nature and none of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, which individually or in the aggregate, aggregate would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied a material adverse effect on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsEthanex).

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have Buyer has filed all required reports, schedules, forms, statements reports and other documents with the SEC since October 1December 31, 19981994 (collectively, and IXnet has delivered or made available to Parent the "Buyer SEC Reports") all reports, schedules, forms, statements and other documents of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectivelyin a timely manner and constitute all forms, and in each case including all exhibits and schedules thereto reports and documents incorporated required to be filed by reference thereinBuyer since December 31, 1994 under the "IXnet SEC Documents")Securities Laws. As of their respective dates, the IXnet Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included thereinii) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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. The Each of the consolidated financial statements balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Reports (including the related notesnotes and schedules) fairly presents the consolidated financial position of IXnet Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Buyer included in all IXnet or incorporated by reference into the Buyer SEC Documents filed since October 1Reports (including any related notes and schedules) fairly presents the results of operations, 1998 (retained earnings or cash flows, as the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements case may be, of Buyer and the published rules and regulations Buyer Subsidiaries for the periods set forth therein (subject, in the case of the SEC with respect theretounaudited statements, have been prepared to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles (consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsExchange Act.

SEC Documents. Undisclosed LiabilitiesFinancial Statements. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet The Company has delivered or made available to Parent all reports, schedules, forms, statements and other documents each document filed by IXnet and, to the extent applicable, its subsidiaries it with the SEC under the Securities Act or the Exchange Act since such date January 1, 1999, including without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2001, (ii) the Company's Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2002 and (iii) the Company's definitive proxy statement for its 2002 Annual Meeting of Shareholders held May 29, 2002, each in the form (including exhibits and any amendments) filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet Company SEC Documents"). As of their respective dates, each of the IXnet Company SEC Documents complied in all material respects did not, and each of the Company SEC Documents filed with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior subsequent to the date of this Agreementhereof will not, then on the date of such filing) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, provided, that the Company makes no representation with respect to information supplied by Parent for use in Company SEC Documents after the date hereof. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Company SEC Documents (including the their related notesnotes and schedules) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 fairly presents (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and or will fairly present if filed after the date hereof) the consolidated financial position condition of IXnet the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, shareholders' equity and cash flows included or incorporated by reference into the Company SEC Documents (including any related notes and schedules) fairly presents (or will fairly present if filed after the date hereof) the results of operations, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, statements to normal year-end audit adjustments and any other adjustments described therein that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregateaggregate will not be material in amount or effect), would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in each case in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) principals consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respectsnoted therein.

SEC Documents. Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have (a) The Company has filed all required reports, schedules, forms, statements and other documents with the SEC all documents required to be so filed by it since October January 1, 19982006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and IXnet has delivered or made available to Parent all reportseach registration statement, schedulesreport, formsproxy statement or information statement (other than preliminary materials) it has so filed, statements each in the form (including exhibits and other documents any amendments thereto) filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "IXnet SEC Documents"“Company Reports”). As of their its respective datesdate, the IXnet SEC Documents each Company Report complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained did not contain any untrue statement of a material fact or omitted 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 misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Company Reports (including the related notesnotes and schedules) fairly presents in all material respects the consolidated financial position of IXnet the Company and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all IXnet SEC Documents filed since October 1material respects the results of operations, 1998 cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, and in each case such consolidated balance sheets, consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto (the "IXnet SEC “Company Financial Statements"”) comply (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been and (b) was prepared in accordance with generally accepted accounting principles (exceptGAAP consistently applied during the periods involved, except as may be noted in the case of unaudited consolidated quarterly statements, Company Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and to the extent set forth on the consolidated balance sheet of the SEC) applied on a consistent basis during the periods involved (except as may be indicated Company and its Subsidiaries included in the Company Reports filed before Closing, including all notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries , as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents")such balance sheet, neither IXnet the Company nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whichthat would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, other than (i) in the case of unaudited financial statements, normal year-end audit adjustments, and (ii) liabilities or obligations which have not caused and are not reasonably likely to cause, individually or in the aggregate, would reasonably be expected to have an IXnet a Company Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.