Common use of SEC Documents Clause in Contracts

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN (a) The Company has made available furnished to PZE each registration statement, report, proxy statement the Investor on or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (collectively, the "DVN ReportsForm 10-K"), and DVN has filed all formsother registration statements, reports and documents required to be proxy statements filed by it the Company with the Securities and Exchange Commission ("Commission") on or after December 31, 1996 (the Form 10-K and such registration statements, reports and proxy statements, are collectively referred to herein as the "SEC pursuant to relevant securities statutesDocuments"). Each of the SEC Documents, regulationsas of the respective date thereof, policies did not, and rules since such time. As each of their respective datesthe registration statements, reports and proxy statements filed by the DVN Reports (i) were prepared in all material respects in accordance Company with the applicable requirements Commission after the date hereof and prior to the Closing will not, as of the Securities Actdate thereof, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) Since December 31, 1996, the Company has duly filed with the Commission all registration statements, if anyreports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as have been modified by subsequent filings with amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited consolidated financial statements of the Company included in the SEC Documents filed prior to the date hereof. Each of hereof fairly present, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects thereto), the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its at the date thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended. (subject, c) Except as and to the extent reflected or reserved against in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of Company's Financial Statements (including the SECnotes thereto), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any Company has no material liabilities or obligations of any nature (whether accruedaccrued or unaccrued, absoluteliquidated or unliquidated, contingent secured or otherwise)unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than than: (i) liabilities or obligations disclosed incurred in the DVN Reports or ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which would not havethe Investor is a party, and (iii) other Liabilities that either individually or in the aggregate, would not result in a DVN Material Adverse Effect.

SEC Documents. DVN has (a) Universal and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available to PZE Hanover each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Universal Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Universal Report (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as any statements in any Universal Report that have been modified by subsequent filings an amendment to such report filed with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Universal Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of DVN Universal and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of operations, cash flows and shareholders' changes in stockholders’ equity included in or incorporated by reference into the DVN Universal Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' ’ equity, as the case may be, of DVN Universal and its Subsidiaries (or such entities as indicated in such balance sheet) 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 SECSEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Universal and its Subsidiaries included in the most recent Universal Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, as of the date of such balance sheet, neither DVN Universal nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Universal or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed in the DVN Reports or which would not havewhich, individually or in the aggregate, have not had and are not reasonably likely to have a DVN Universal Material Adverse Effect. (b) Since September 30, 2003, the chief executive officer and chief financial officer of Universal have made all certifications (without qualification or exceptions to the matters certified) required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the statements contained in any such certifications are complete and correct; neither Universal nor its officers have received notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Universal maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Universal and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Universal Reports and other public disclosure and Universal is otherwise in substantial compliance with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of the New York Stock Exchange. As of the date hereof, Universal has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. There is no reason to believe that Universal’s auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act in connection with the filing of Universal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (c) Universal and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither Universal nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Universal. No loan or extension of credit is maintained by Universal or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. DVN (a) The Company has made available furnished to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC Investor prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 1996 (collectively, the "DVN ReportsForm 10-K"), and DVN has filed all formsother registration statements, reports and documents required to be proxy statements filed by it the Company with the Securities and Exchange Commission ("Commission") on or after September 30, 1996 (the Form 10-K and such registration statements, reports and proxy statements, are collectively referred to herein as the "SEC pursuant to relevant securities statutesDocuments"). Each of the SEC Documents, regulationsas of the respective date thereof, policies did not, and rules since such time. As each of their respective datesthe registration statements, reports and proxy statements filed by the DVN Reports (i) were prepared in all material respects in accordance Company with the applicable requirements Commission after the date hereof and prior to the Closing will not, as of the Securities Actdate thereof, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The Company has provided the Investor with its audited financial statements (the "Audited Financial Statements") for such the fiscal year ended September 30, 1996 (the "Balance Sheet Date"). Since September 30, 1996, the Company has duly filed with the Commission all registration statements, if anyreports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as have been modified by subsequent filings with amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited consolidated financial statements of the Company included in the SEC Documents filed prior to the date hereof. Each of hereof fairly present, in conformity with generally accepted accounting principles ("GAAP") (except as permitted by Form 10-Q) applied on a consistent basis (except as may be indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects thereto), the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its at the date thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements, ). (c) Except as and to such exceptions as may be permitted by Form 10-Q of the SECextent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any Company has no material liabilities or obligations of any nature (whether accruedaccrued or unaccrued, absoluteliquidated or unliquidated, contingent secured or otherwise)unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than than: (i) liabilities or obligations disclosed incurred in the DVN Reports or ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which would not havethe Investor is a party, and (iii) other Liabilities that either individually or in the aggregate, would not result in a DVN Material Adverse Effect.

SEC Documents. DVN 3.7.1. CSI has made available to PZE furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10- QSB, and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement (other than preliminary materials) filed by DVN with the SEC since January 1for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC prior to Securities and Exchange Commission (the date hereof "SEC") and the items in (collectivelya) and (b), the "DVN CSI Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. ." As of their respective dates, the DVN CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the respective rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each The 1996 and 1997 consolidated financial statements of the consolidated balance sheets CSI included in or incorporated by reference into the DVN CSI Reports (including the related notes and schedules) fairly presents present fairly, in all material respects the consolidated financial position of DVN CSI and its Subsidiaries as of its date December 31, 1997 and each of 1996 and the consolidated statements results of operations, their operations and their cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subjectsuch fiscal periods, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance conformity with generally accepted accounting principles ("GAAP"), consistently applied during the periods involved. Except as and to the extent set forth on the CSI Balance Sheet, except including all notes thereto, or as may be noted therein. Since December 31, 1998set forth in the CSI Reports or the CSI Disclosure Schedule, neither DVN CSI nor any of its Subsidiaries had has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) whether or not required to be reflected on, other than or reserved against in, a consolidated balance sheet of CSI, prepared in accordance with GAAP, consistently applied, except liabilities or obligations disclosed arising in the DVN Reports or ordinary course of business since such date which would not reasonably be expected to have, individually or in the aggregate, a DVN CSI Material Adverse Effect.

SEC Documents. DVN (a) Parent has filed with the SEC all documents required to be so filed by it since January 1, 2011 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE the Company each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As used in this Section 4.7, the term “file” shall include any reports on Form 8-K furnished to the SEC. As of its respective date, or, if amended by a subsequent filing prior to the date hereof (collectivelyhereof, on the "DVN Reports")date of such filing, and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared each Parent Report complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations thereunder thereunder, and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. None of the Parent Subsidiaries is required to file any forms, if any, as have been modified by subsequent filings reports or other documents with the SEC prior pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Parent from the SEC and, to the date hereofKnowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Parent Reports (including the related notes and schedules) fairly presents presented in all material respects the consolidated financial position of DVN Parent and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and shareholders' changes in stockholders’ equity included in or incorporated by reference into the DVN Parent Reports (including any related notes and schedules) fairly presents presented in all material respects the results of operations, cash flows or changes in stockholders' ’ equity, as the case may be, of DVN Parent and its Subsidiaries for the periods set forth therein (therein, subject, in the case of unaudited interim financial statements, to such exceptions normal and year-end adjustments as may be permitted by Form 10-Q GAAP and the applicable rules and regulations of the SECSEC (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”), . The Parent Financial Statements (i) complied as to form in each case all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted thereinin the Parent Financial Statements or as permitted by the SEC for reports on Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended September 30, 2012, and such assessment concluded that such controls were effective. Parent has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the audit committee of the Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Since December 31January 1, 19982011, neither DVN nor to the Knowledge of Parent, none of Parent, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had any liabilities or obligations obtained Knowledge of any nature material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, including any material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed as such term is defined in the DVN Reports Public Company Accounting Oversight Board’s Auditing Standard No. 2 or which would not haveNo. 5, individually or as applicable) in its internal control over financial reporting. (d) Parent is in compliance in all material respects with all applicable listing and corporate governance requirements of the aggregateNASDAQ and is in compliance in all material respects with all applicable rules, a DVN Material Adverse Effectregulations and requirements of SOX.

SEC Documents. DVN (a) Parent has filed with the SEC all reports and statements (including any amendments thereto) required to be so filed by it since April 17, 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE Seller each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Reports"”). (b) As of the Execution Date, and DVN has Buyer represents that, as of the date it was filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesSEC, regulations, policies and rules since such time. As of their respective dates, the DVN Reports each Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Execution Date. As of the Closing Date, Buyer represents that, as of the date hereof. it was filed with the SEC, each Report (i) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and (ii) did not include any untrue statement of a material fact or omit to state a material fact 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 Closing Date. (c) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Parent and its Subsidiaries subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and shareholders' changes in stockholders’ equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' ’ equity, as the case may be, of DVN Parent and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SECSEC and (ii) normal year end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries included in the most recent Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, as of the date of such balance sheet, neither DVN Parent nor any of its Subsidiaries had subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed in the DVN Reports or which would do not and are not reasonably likely to have, individually or in the aggregate, a DVN Buyer Material Adverse Effect.

SEC Documents. DVN Kranzco has made available to PZE each registration statementtimely filed all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1November 19, 1998, each in 1992 (the form (including exhibits and any amendments thereto) "Kranzco Reports"). The Kranzco Reports were filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Kranzco under the SEC pursuant to relevant securities statutesSecurities Act, regulations, policies the Exchange Act and the rules since such timeand regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the DVN Kranzco Reports (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Kranzco included in or incorporated by reference into the DVN Kranzco Reports (including the related notes and schedules) fairly presents presents, in all material respects the consolidated financial position of DVN Kranzco and its the Kranzco Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Kranzco included in or incorporated by reference into the DVN Kranzco Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Kranzco and its the Kranzco Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q or which would not have, individually or Form 8-K of the SEC. Funds from Operations for Kranzco set forth in the aggregateKranzco Reports, a DVN Material Adverse Effectincluding the financial statements included in or incorporated by reference in the Kranzco Reports (including any related notes and schedules) for the periods set forth therein, was calculated in accordance with applicable NAREIT guidelines then in effect consistently applied during the periods involved. All offerings of securities by Kranzco or any Kranzco Subsidiary were effected in compliance with applicable law and no party participating in such offerings has any rescission rights resulting therefrom.

SEC Documents. DVN Dynegy has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (in paper form or via the internet) to PZE Enron each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Dynegy Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Dynegy Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Dynegy Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Dynegy and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the DVN Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholdersshareholders' equity, as the case may be, of DVN Dynegy 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 SECSEC and (y) normal year-end audit adjustments 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. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Dynegy and its consolidated Subsidiaries included in the most recent Dynegy Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, neither DVN Dynegy nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Dynegy or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed which are incurred in the DVN Reports ordinary course of business since the date of the balance sheet included in the most recent Dynegy Report filed prior to the date of this Agreement and liabilities or obligations which would do not and are not reasonably likely to have, individually or in the aggregate, a DVN Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect.

SEC Documents. DVN (a) Parent has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE the Company each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As used in this Section 4.7, the term “file” shall include any reports on Form 8-K furnished to the SEC. As of its respective date, or, if amended by a subsequent filing prior to the date hereof (collectivelyhereof, on the "DVN Reports")date of such filing, and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared each Parent Report complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations thereunder thereunder, and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. None of the Parent Subsidiaries is required to file any forms, if any, as have been modified by subsequent filings reports or other documents with the SEC prior pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Parent from the SEC and, to the date hereofknowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Parent and its Subsidiaries as of its date date, and each of the consolidated statements results of operations, changes in stockholders’ equity and cash flows and shareholders' equity included in or incorporated by reference into the DVN Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' ’ equity, as the case may be, of DVN Parent and its Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated results of operations, changes in stockholders’ equity and cash flows, each including the case of unaudited statementsnotes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to such exceptions as may be permitted by Form 10-Q form in all material respects with the published rules and regulations of the SEC), in each case SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted thereinin the Parent Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Since Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 19982008, and such assessment concluded that such controls were effective. Parent has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the audit committee of the Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Parent, neither DVN Parent nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had any liabilities or obligations obtained knowledge of any nature material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, including any material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (whether accruedas such term is defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, absolute, contingent or otherwiseas applicable), other than liabilities or obligations disclosed in its internal control over financial reporting. (d) Parent is in compliance in all material respects with all current listing and corporate governance requirements of the DVN Reports or which would not haveNYSE and is in compliance in all material respects with all rules, individually or in the aggregate, a DVN Material Adverse Effectregulations and requirements of SOX.

SEC Documents. DVN (a) VMware has made available to PZE each registration statementtimely filed or furnished all reports, reportschedules, proxy statement or forms, statements and other documents (including exhibits and other information statement (other than preliminary materialsincorporated therein) filed by DVN with the SEC required to be filed or furnished by VMware under the Exchange Act since January 1, 19982018 (such documents, each in the form (including exhibits and together with any amendments thereto) documents filed with or furnished since January 1, 2018 by VMware to the SEC prior on a voluntary basis on Current Reports on Form 8-K, the “VMware SEC Documents”). Each of the VMware SEC Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the date hereof (collectivelyextent in effect at such time, the "DVN Reports")requirements of the Securities Act and the Exchange Act applicable to such VMware SEC Document, and DVN has none of the VMware SEC Documents when filed all formsor, reports and documents if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including the related notes) of VMware included in the VMware SEC Documents (or incorporated therein by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (ireference) were prepared in all material respects in accordance with GAAP (except, in the applicable requirements case of unaudited financial statements, as permitted by the rules and regulations 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 presented in all material respects the consolidated financial position of VMware 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, in the case of unaudited financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). Except as disclosed, reflected or reserved against in the consolidated balance sheet of VMware and its Subsidiaries as of January 29, 2021, neither VMware nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of VMware and its Subsidiaries as of January 29, 2021, nor, to the knowledge of VMware, does any basis exist therefor, other than (A) liabilities or obligations incurred since January 29, 2021 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the transactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a VMware Material Adverse Effect. (b) None of the information supplied or to be supplied by VMware or any member of the VMware Group for inclusion or incorporation by reference in any document contemplated under Section 3.2(a) or Section 3.2(b) will, (i) at the time any such document is filed with the SEC, and, if applicable, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and or (ii) did not at the date any such document is first mailed to the holders of Dell Common Stock, as applicable, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading except for such statementsmisleading. Notwithstanding the foregoing, if any, as have been modified no representation or warranty is made by subsequent filings VMware with the SEC prior respect to the date hereof. Each of the consolidated balance sheets included in statements made or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position therein based on information supplied by or on behalf of DVN and its Subsidiaries as of its date and each Dell or any member of the consolidated statements of operations, cash flows and shareholders' equity included in Dell Group for inclusion or incorporated incorporation by reference into the DVN Reports (including in any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectdocument.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN Parent has filed all forms, reports and of the documents required to be filed by it Parent with the SEC pursuant to relevant securities statutesSecurities and Exchange Commission ("SEC") since January 1, regulations1997 (collectively, policies and rules since such timethe "Horseshoe Reports"). As of their respective dates, the DVN Horseshoe Reports (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder; and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings misleading. Parent has timely filed with the SEC prior all reports required to be filed under Sections 13, 14 and 15(d) of the date hereofExchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the DVN Horseshoe Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings or cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries Parent for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as may be permitted by Form 10-Q to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto, in each case and have been prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, (except as may be noted thereinindicated in the notes thereto). Since December 31, 19981997, neither DVN nor any of its Subsidiaries had any liabilities there has been no material change in Parent's accounting methods or obligations of any nature (whether accruedprinciples, absolute, contingent or otherwise), other than liabilities or obligations disclosed except as described in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectnotes to such Parent financial statements.

SEC Documents. DVN 4.5.1 For all periods subsequent to March 9, 2011, PHI has filed all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and PHI has delivered or made available to PZE each registration statementSGT all reports, reportschedules, proxy statement forms, statements and other documents filed with or information statement (other than preliminary materials) filed by DVN with furnished to the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof during such period (collectively, the "DVN Reports"), and DVN has filed in each case including all forms, reports exhibits and schedules thereto and documents required to be filed incorporated by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective datesreference therein, the DVN Reports (i) were prepared “PHI SEC Documents”). The consolidated financial statements of PHI included in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied such PHI SEC Documents comply as to form in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light published rules and regulations of the circumstances under which they were madeSEC with respect thereto, not misleading except for such statements, if any, as have been modified by subsequent filings prepared in accordance with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports GAAP (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subjectexcept, in the case of unaudited consolidated quarterly statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently ) applied on a consistent basis during the periods involved, involved (except as may be noted therein. Since December 31indicated in the notes thereto), 1998have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of PHI as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PHI’s independent accountants, which are not expected to have a material adverse effect on PHI and its business). 4.5.2 The PHI SEC Documents include all certifications and statements required of it, if any, by (a) Rule 13a-14 or 15d-14 under the Exchange Act, and (b) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither DVN PHI nor any of its Subsidiaries had officers has received any liabilities notice from the SEC or obligations any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of any nature filing or submission of such certifications or statements. 4.5.3 PHI is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in including the DVN Reports or dates by which would not have, individually or in the aggregate, a DVN Material Adverse Effectsuch compliance is required) have become applicable to PHI.

SEC Documents. DVN Enron has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (in paper form or via the internet) to PZE Dynegy each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Enron 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"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Enron Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Enron Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Enron and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the DVN Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholdersshareholders' equity, as the case may be, of DVN 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 SECSEC and (y) normal year-end audit adjustments 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. Since December 31The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 19982001 (the "September 30, 2001 Balance Sheet") included in the Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries 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) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the 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 the September 30, 2001 Balance Sheet, neither DVN Enron nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Enron and its consolidated Subsidiaries or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed that were incurred in the DVN Reports ordinary course of business since September 30, 2001 and liabilities or which would obligations that do not and are not reasonably likely to have, individually or in the aggregate, a DVN an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in 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 are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect.

SEC Documents. DVN (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Parent Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Parent Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified corrected by subsequent filings with the SEC prior to the date hereof. . (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of DVN Parent and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and changes in shareholders' ’ equity included in or incorporated by reference into the DVN Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such exceptions as may statements (including the related notes, where applicable) complies, and the financial statements to be permitted filed by Form 10-Q Parent with the SEC after the date of this Agreement will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in each case all material respects in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed indicated in the DVN Reports or which would not havenotes thereto or, individually or in the aggregatecase of unaudited statements, a DVN Material Adverse Effectas permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent.

SEC Documents. DVN has Wats▇▇ ▇▇▇ delivered or made available to PZE the Company each registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the A-6 ▇ ▇▇▇▇▇▇▇▇ ▇▇▇) filed ▇▇epared by DVN with the SEC it since January 1, 19981994, which reports constitute all of the documents required to be filed by Wats▇▇ ▇▇▇h the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN ReportsWats▇▇ ▇▇▇orts"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports Wats▇▇ ▇▇▇orts and any Wats▇▇ ▇▇▇orts filed after the date hereof and prior to the Effective Time (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder; and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings misleading. Wats▇▇ ▇▇▇ timely filed with the SEC prior all reports required to be filed under Sections 13, 14 and 15(d) of the date hereofExchange Act since January 1, 1994. Each of the consolidated balance sheets included of Wats▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Wats▇▇ ▇▇▇orts (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of DVN and its Subsidiaries Wats▇▇ ▇▇▇ the Wats▇▇ ▇▇▇sidiaries 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 operationsincome, retained earnings and cash flows and shareholders' equity included of Wats▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Wats▇▇ ▇▇▇orts (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries Wats▇▇ ▇▇▇ the Wats▇▇ ▇▇▇sidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Wats▇▇, ▇▇cluding the notes thereto, included in or incorporated by reference into the Wats▇▇ ▇▇▇orts comply as may be permitted by Form 10-Q to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto, in each case and have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, ("GAAP") (except as may be noted thereinindicated in the notes thereto). Since December 31January 1, 19981994, neither DVN nor any of there has been no material change in Wats▇▇'▇ ▇▇▇ounting methods or principles except as described in the notes to such Wats▇▇ ▇▇▇ancial statements. All transactions entered into by Wats▇▇ ▇▇ its Subsidiaries had any liabilities or obligations of any nature with Related Parties (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations as defined herein) that are required to be disclosed in the DVN Reports or which would not haveWats▇▇ ▇▇▇orts have been properly disclosed, individually or in the aggregate, a DVN Material Adverse Effectall material respects.

SEC Documents. DVN Buyer has made available to PZE each registration statementtimely filed all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 2010 (collectively, the "DVN “Buyer Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Buyer Reports (ia) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations promulgated thereunder and complied in all material respects with the then applicable accounting requirements and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the DVN Buyer Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries Buyer as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity operations of Buyer included in or incorporated by reference into the DVN Buyer Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, operations of DVN and its Subsidiaries Buyer for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may the absence of footnotes and to normal, year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial in amount or effect), in each case in accordance with generally accepted accounting principles Generally Applicable Accounting Principles, as practiced and applied in the United States, consistently applied during the periods involvedapplied, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually therein or in the aggregatenotes thereto and except, in the case of the unaudited statements, as permitted by the Exchange Act. There have been no changes in the affairs of the Buyer since respective dates of the Buyer Reports that would reasonably be expected to have a DVN Material Adverse Effectmaterial adverse effect on the Buyer.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materialsa) filed by DVN with the SEC since Since January 1, 19982012, each in the form (including exhibits and any amendments thereto) Purchaser has filed with with, or furnished to, as applicable, the SEC prior to the date hereof (collectivelyall registration statements, the "DVN Reports")prospectuses, and DVN has filed all reports, forms, reports statements, schedules, certifications and other documents required to be filed by it with or furnished to, as applicable, the SEC pursuant to relevant securities statutesby the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, regulationscollectively, policies and rules since such timethe “Purchaser SEC Documents”). As of their respective dates, or if amended, as of the DVN Reports date of the last such amendment, the Purchaser SEC Documents (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the extent then applicable accounting requirements applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances 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. in any material respect. (b) Each of the consolidated balance sheets included financial statements (including, in or incorporated by reference into the DVN Reports (including the each case, any related notes thereto) contained in the Purchaser SEC Documents, including each Purchaser SEC Document filed after the date hereof until the Closing, (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and schedules(ii) fairly presents presented in all material respects respects, as applicable, the consolidated financial position of DVN the Purchaser and its Subsidiaries as of its date the respective dates thereof and each the consolidated results of the consolidated statements of operations, Purchaser’s and its Subsidiaries’ operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein indicated (subjectexcept, in the case of unaudited statements, to such exceptions as may be permitted by Form 10each of sub-Q of the SECclauses (i) and (ii), in each case in accordance with generally accepted accounting principles consistently applied during that the periods involvedunaudited interim financial statements were subject to normal year-end and quarter-end adjustments, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwisewhich were not material), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN 4.5.1 Parent has filed all formsreports, reports registration statements and documents proxy statements required to be filed by it with the SEC pursuant since January 1, 2018, and Parent has made available to relevant securities statutesthe Holders (including through the SEC’s ▇▇▇▇▇ database) true, regulationscorrect and complete copies of all such reports (collectively, policies and rules since such time“Parent’s SEC Documents”). As of their respective dates, each of the DVN Reports (i) were prepared Parent’s SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act, the Exchange Act”), and none of the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain Parent’s SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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. misleading. 4.5.2 Each of the consolidated balance sheets financial statements (including, in each case, any notes thereto) contained in the Parent’s SEC Documents was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included in or incorporated by reference into the DVN Reports (including the related with interim reports do not contain all notes to such financial statements) and schedules) each fairly presents presented in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operationsposition, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or operations and changes in stockholders' equity, as the case may be, ’ equity and cash flows of DVN Parent and its Subsidiaries consolidated subsidiaries as at the respective dates thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10normal year-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or end adjustments which would are not haveexpected, individually or in the aggregate, a DVN Material Adverse Effectto be material).

SEC Documents. DVN The Company has delivered or made available to PZE each Wats▇▇ ▇▇▇h registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 1993, which reports constitute all of the documents required to be filed by DVN the Company with the SEC since January 1, 1998such date, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Company Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Company Reports and any Company Reports filed after the date hereof and prior to the Effective Time (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder; and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to A-13 14 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 misleading. The Company has timely filed with the SEC prior all reports required to be filed under Section 13, 14 and 15(d) of the date hereofExchange Act since January 1, 1993. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the DVN Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of DVN the Company and its 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 operationsincome, retained earnings and cash flows and shareholders' equity of the Company included in or incorporated by reference into the DVN Company Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q material in amount or effect). The financial statements of the SEC)Company, including the notes thereto, included in each case or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, GAAP (except as may be noted thereinindicated in the notes thereto). Since December 31January 1, 19981993, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed there has been no material change in the DVN Reports Company's accounting methods or which would not have, individually or principles except as described in the aggregate, a DVN Material Adverse Effectnotes to such Company financial statements.

SEC Documents. DVN has made available to PZE (a) A true and complete copy of each annual, quarterly and other report, registration statement, report, and definitive proxy statement or information statement (other than preliminary materials) filed by DVN Purchaser with the SEC since January 1, 1998, each in (the form (including exhibits and any amendments thereto“Purchaser SEC Documents”) filed with is available on the web site maintained by the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and Purchaser SEC Documents complied in all material respects with the then requirements of the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable accounting requirements to such Purchaser SEC Documents, and (ii) did not contain none of the Purchaser SEC Documents contained on their respective filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified to the extent corrected by subsequent filings with the a subsequently filed Purchaser SEC Document filed prior to the date hereof. of this Agreement. (b) Each of the consolidated balance sheets included financial statements (including, in or incorporated by reference into the DVN Reports (including the each case, any related notes thereto) contained in the Purchaser SEC Documents, (i) are true and schedules) fairly presents correct and complied in all material respects with the consolidated financial position of DVN published rules and its Subsidiaries as of its date and each regulations of the consolidated statements of operationsSEC with respect thereto, cash flows and shareholders' equity included (ii) was prepared in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for accordance with GAAP applied on a consistent basis throughout the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, to such exceptions as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any similar or successor form under the Exchange Act), and (iii) fairly presented in all material respects the financial position of Purchaser as of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during respective dates thereof and the results of operations and cash flows for the periods involvedindicated therein, except as that the unaudited interim financial statements may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities not contain certain footnotes and were or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectare subject to normal and recurring year-end adjustments.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materialsa) filed by DVN with the SEC since Since January 1, 19982022, each in through the form (including exhibits and any amendments thereto) date hereof, the Buyer has timely filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, statements, registrations, reports and other documents required to be filed by it with under the SEC pursuant to relevant securities statutes, regulations, policies Securities Act and rules since such time. As of their respective datesthe Exchange Act (collectively, the DVN Reports “SEC Reports”). The SEC Reports, at the time filed (or if amended or superseded, then on the date of such amending or superseding filing): (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Act or Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements as applicable, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. (b) The consolidated financial statements of the Buyer and its Subsidiaries (including, if anyin each case, as have been modified any related notes) contained (or incorporated by subsequent filings reference) in the SEC Reports filed by the Buyer with the SEC prior to within the date hereof. Each past two years (i) were prepared from, and in accordance with, the books and records of the consolidated balance sheets included in or incorporated by reference into the DVN Reports Buyer and its Subsidiaries, (including the related notes and schedulesii) fairly presents present in all material respects the consolidated financial position of DVN the Buyer and its Subsidiaries as the consolidated results of its date operations and each cash flows of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth therein (subjectsubject in the case of unaudited statements to appropriate year-end audit adjustments), (iii) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, and (iv) were prepared in accordance with GAAP (except, in the case of unaudited consolidated financial statements, to such exceptions as may be permitted by Form 10-Q the rules and regulations of the SEC), in each case in accordance with generally accepted accounting principles consistently ) applied during on a consistent basis throughout the periods involved, involved (except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed indicated in the DVN Reports notes to such financial statements or which would not have, individually or in as permitted by Regulation S-X promulgated by the aggregate, a DVN Material Adverse EffectSEC).

SEC Documents. DVN Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Edge Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Edge Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of DVN Edge and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and shareholderschanges in stockholders' equity included in or incorporated by reference into the DVN Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN Edge and its 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 SECSEC and (y) normal year-end audit adjustments which will not be material in effect), in each case ; and said financial statements (including the 25 related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied during throughout the periods involvedcovered thereby, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, as of the date of such balance sheet, neither DVN Edge nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Edge or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed in the DVN Reports or which would have not had and could not reasonably be expected to have, individually or in the aggregate, a DVN an Edge Material Adverse Effect.

SEC Documents. DVN Parent has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has timely filed all forms, reports and documents required to be filed by it with the SEC pursuant since December 31, 1995 and has made available to relevant securities statutesthe Company and Principal Shareholders, regulationsin the form filed with the SEC, policies (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, (ii) its Quarterly Report on Form 10-Q for the period ended Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇ proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1997, and rules since (v) all amendments and supplements to all such timereports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Parent SEC Reports." As of their respective dates, the DVN Parent SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder and complied in all material respects with the then applicable accounting requirements to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereofmisleading. Each The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Parent and its consolidated balance sheets subsidiaries included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents such reports are correct in all material respects respects, were prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial position of DVN Parent and its Subsidiaries consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectthen ended.

SEC Documents. DVN West Pac has delivered or made available to PZE Frontier each registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) filed prepared by DVN with the SEC it since January 1, 19981995, which reports constitute all of the documents required to be filed by West Pac with the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN ReportsWEST PAC SEC REPORTS"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN West Pac SEC Reports and any West Pac SEC Reports filed after the date hereof and prior to the Effective Time (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder; and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings misleading. West Pac has timely filed with the SEC prior all reports required to be filed under Sections 13, 14 and 15(d) of the date hereofExchange Act since January 1, 1995. Each of the consolidated balance sheets of West Pac included in or incorporated by reference into the DVN West Pac SEC Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of DVN and its Subsidiaries West Pac 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 operationsincome, retained earnings and cash flows and shareholders' equity of West Pac included in or incorporated by reference into the DVN West Pac SEC Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries West Pac for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions normal year-end audit adjustments which would not be material in amount or effect). The financial statements of West Pac, including the notes thereto, included in or incorporated by reference into the West Pac SEC Reports comply as may be permitted by Form 10-Q to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto, in each case and have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, ("GAAP") (except as may be noted thereinindicated in the notes thereto). Since December 31January 1, 19981995, neither DVN nor any of its Subsidiaries had any liabilities there has been no material change in West Pac's accounting methods or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed principles except as described in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectnotes to such West Pac financial statements.

SEC Documents. DVN Buyer has made available delivered to PZE Sellers each registration statement, report, proxy statement or information statement (other than preliminary materials) prepared and filed by DVN with the SEC Securities and Exchange Commission by it since January 1June 30, 19982003, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Buyer Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Buyer Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Buyer Reports (including the related notes and schedules) fairly presents presents, in all material respects respects, the consolidated financial position of DVN Buyer and its Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Buyer Reports (including any together with the related notes and schedules) fairly presents presents, in all material respects respects, the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Buyer and its Subsidiaries for the periods set forth therein (subject, subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SECamount 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. Since Except as and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at December 31, 19982003, including all notes thereto, or as set forth in the Buyer Reports, neither DVN Buyer nor any of its Subsidiaries had has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in the DVN Reports or which would not havereserved against in, individually a balance sheet of Buyer or in the aggregatenotes thereto, a DVN Material Adverse Effectprepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. DVN Prior to the date hereof, PMT has made available delivered to PZE each registration statementData Transfer copies of all of PMT's Annual Reports on Forms 10-K, reportQuarterly Reports on Form 10-Q and Current Reports on Form 8-K, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) as filed with the SEC prior to the date hereof Securities and Exchange Commission (collectively"SEC") since June 14, 1996, and its proxy statement dated November 14, 1995 (the "DVN PMT Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN The PMT Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act, the Exchange Act, ") and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements promulgated thereunder, and (ii) as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included in or incorporated by reference into the DVN PMT Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries PMT as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN PMT Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries PMT for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SEC), 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. Since December 31, 1998, neither DVN nor any These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the date hereof at the time of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in their filing. PMT has made all filings required to be filed by PMT under the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect▇▇▇▇ ▇▇▇.

SEC Documents. DVN TCP has delivered or made available to PZE the Contract Parties each registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed by DVN TCP with the SEC Securities and Exchange Commission ("SEC") since January 1, 1998such date, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN TCP Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN TCP Reports (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder; and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of TCP included in or incorporated by reference into the DVN TCP Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of DVN and its Subsidiaries TCP as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of TCP included in or incorporated by reference into the DVN TCP Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries TCP for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial in amount or effect), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN During the three-year period preceding the Agreement Date: (a) Seller has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1all reports, 1998schedules, each in the form forms, statements and other documents (including exhibits and any amendments theretoall other information incorporated therein) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with under the SEC Exchange Act, including pursuant to relevant securities statutes, regulations, policies and rules since such time. As Section 13(a) or 15(d) thereof (the "SEC Documents"); (b) as of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and SEC Documents complied in all material respects with the then applicable accounting requirements of the Securities Act, and (ii) did not contain the Exchange Act, and, except to the extent superceded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omit omits 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 anymisleading. The financial statements included in the SEC Documents comply as to form, as of their respective dates of filing, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been modified by subsequent filings prepared in accordance with generally accepted accounting principles applied on a consistent basis during the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes periods involved and schedules) fairly presents present in all material respects the consolidated financial position of DVN Seller and its Subsidiaries consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended; and (subject, c) Except as disclosed in the case of unaudited statements, to such exceptions as may be permitted by Seller's Report on Form 10-Q of K for the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since period ended December 31, 19981997, neither DVN nor any Seller knows of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed no material information adverse to the Business that would be required to be set forth in management's discussion and analysis for a Report on Form 10-K if the DVN Reports or which would not have, individually or in Exchange Act required Seller to file such a report for the aggregate, a DVN Material Adverse Effectone-year period ending on the Agreement Date.

SEC Documents. DVN has made available to PZE each registration statementThe Optionor's audited consolidated financial ------------- statements as of December 31, report2000, proxy statement or information statement contained in its Annual Report on Form 10-K for the year ended December 31, 2000 (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN ReportsForm 10-K"), and DVN has filed all forms, reports and documents required to be filed by it with including the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made notes contained 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects present the consolidated financial position of DVN the Optionor at the respective dates thereof and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries consolidated operations for the periods set forth therein (subject, purported to be covered thereby. Such financial statements have been prepared in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance conformity with generally accepted accounting principles consistently applied during the with prior periods involved, except as may be noted subject to any comments and notes contained therein. Since All liabilities, contingent and other, of the Optionor and its subsidiaries, are set forth in the financial statements as of September 30, 2001 contained in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2001 (the "Form 10-Q"), excepting only liabilities incurred in the ordinary course of business subsequent to December 31, 19982000, neither DVN nor and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Since September 30, 2001, there has been no material adverse change in the financial condition of the Optionor from the financial condition stated in such financial statements. Prior to the issuance of shares contemplated by this Option Agreement, the Optionor has 26,641,580 shares of Common Stock outstanding and 30,988,342 shares of Common Stock outstanding on a fully diluted basis (taking into account all outstanding warrants, options and convertible securities). All of such outstanding shares of capital stock have been, or upon issuance will be, validly issued, fully paid and non-assessable. No shares of capital stock of the Optionor are subject to preemptive rights or any other similar rights of its Subsidiaries had any liabilities or obligations the stockholders of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations the Optionor. Except as disclosed in the DVN Reports Form 10-K or Form 10-Q, (i) the Optionor has no indebtedness for borrowed money and no agreement providing for indebtedness for borrowed money, (ii) the Optionor has no share purchase agreements, rights plans or agreements containing similar provisions and no agreements containing anti-dilution provisions, and (iii) no anti- dilution provisions which would not have, individually or in the aggregate, any dilutive effect on the Option Holder's investment are triggered as a DVN Material Adverse Effectresult of any of the transactions contemplated hereby.

SEC Documents. DVN FSC has made available previously furnished to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with MOXY true and complete copies of the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof following (collectively, the "DVN ReportsFSC SEC Documents"), and DVN has ): (a) FSC's Annual Report on Form 10-K filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesfor the year ended December 31, regulations1997; (b) FSC's Quarterly Reports on Form 10-Q filed with the SEC for the quarter ended March 31, policies 1998; (c) each definitive proxy statement filed by FSC with the SEC since December 22, 1997; (d) each final prospectus filed by FSC with the SEC since December 22, 1997, except any final prospectus included in a registration statement on Form S-8; (e) all Current Reports on Form 8-K filed by FSC with the SEC since December 22, 1997; and (f) all of its other reports, statements, schedules and rules registration statements filed with the SEC since such timeDecember 22, 1997. As of their respective dates, the DVN Reports such FSC SEC Documents (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the The audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports FSC SEC Documents (including any related notes and schedules) present fairly presents in all material respects the financial position of FSC and its consolidated Subsidiaries as of the dates thereof and the results of operations, operations and cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein covered thereby (subject, in the case of unaudited interim period statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend adjustments), in each case in accordance with generally accepted accounting principles past practice and GAAP consistently applied during the periods involved, involved (except as may be noted thereinotherwise disclosed in the notes thereto). Since December 31, 19981997, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accruedFSC has timely filed all reports, absolute, contingent or otherwise), registration statements and other than liabilities or obligations disclosed in filings required to be filed by it with the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse EffectSEC.

SEC Documents. DVN has made available to PZE A complete list of the registration statements of Tuck▇▇ ▇▇▇ed with the United States Securities and Exchange Commission ("SEC") in connection with Tuck▇▇'▇ ▇▇▇tial public offering of Tuck▇▇ ▇▇▇mon Stock, and all exhibits, amendments and supplements thereto (the "Tuck▇▇ ▇▇▇istration Statement"), and each (A) registration statement, report(B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement statement, and (F) other than preliminary materials) reports filed by DVN with the SEC pursuant to the requirements of the Exchange Act (in all such cases, including all exhibits, amendments and supplements thereto), prepared by Tuck▇▇ ▇▇ any of the Tuck▇▇ ▇▇▇sidiaries or relating to properties of Tuck▇▇ ▇▇ the Tuck▇▇ ▇▇▇sidiaries (including registration statements covering mortgage pass-through certificates) since January 1the effective date of the Tuck▇▇ ▇▇▇istration Statement, 1998is set forth in Section 5.7 of the Tuck▇▇ ▇▇▇closure Letter, each and copies of such documents, in the form (including exhibits and any amendments thereto) filed with the SEC prior SEC, have previously been provided or made available to the date hereof Brad▇▇▇ ▇▇ its counsel (collectively, the "DVN ReportsTuck▇▇ ▇▇▇orts"), . The Tuck▇▇ ▇▇▇orts were filed with the SEC in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Tuck▇▇ ▇▇▇er the SEC pursuant to relevant securities statutesSecurities Act, regulations, policies the Exchange Act and the rules since such timeand regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the DVN Reports Tuck▇▇ ▇▇▇orts (i) were prepared complied as to form 12 18 in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included of Tuck▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Tuck▇▇ ▇▇▇orts (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included of Tuck▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Tuck▇▇ ▇▇▇orts (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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 thereintherein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Since Except as and to the extent set forth on the consolidated balance sheet of Tuck▇▇ ▇▇▇ the Tuck▇▇ ▇▇▇sidiaries at December 31, 19981994, including all notes thereto, or as set forth in the Tuck▇▇ ▇▇▇orts or in Section 5.7 of the Tuck▇▇ ▇▇▇closure Letter, neither DVN nor Tuck▇▇ ▇▇▇ any of its Subsidiaries had the Tuck▇▇ ▇▇▇sidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed reserved against in, a balance sheet of Tuck▇▇ ▇▇ in the DVN Reports or which would not havenotes thereto, individually or prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the aggregateordinary course of business since such date and liabilities for expenses of attorneys, a DVN Material Adverse Effectaccountants and investment bankers incurred in connection with the Merger.

SEC Documents. DVN Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Edge Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Edge Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of DVN Edge and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and shareholderschanges in stockholders' equity included in or incorporated by reference into the DVN Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN Edge and its 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 SECSEC and (y) normal year-end audit adjustments which will not be material in effect), in each case ; and said financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied during throughout the periods involvedcovered thereby, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, as of the date of such balance sheet, neither DVN Edge nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Edge or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed in the DVN Reports or which would have not had and could not reasonably be expected to have, individually or in the aggregate, a DVN an Edge Material Adverse Effect.

SEC Documents. DVN MOXY has made available previously furnished to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with FSC true and complete copies of the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof following (collectively, the "DVN ReportsMOXY SEC Documents"), and DVN has ): (a) MOXY's Annual Reports on Form 10-K filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesfor each of the years ended December 31, regulations1995 through 1997; (b) MOXY's Quarterly Reports on Form 10-Q filed with the SEC for the quarter ended March 31, policies 1998; (c) each definitive proxy statement filed by MOXY with the SEC since December 31, 1995; (d) each final prospectus filed by MOXY with the SEC since December 31, 1995, except any final prospectus included in a registration statement on Form S-8; (e) all Current Reports on Form 8-K filed by MOXY with the SEC since December 31, 1995; and (f) all of its other reports, statements, schedules and rules registration statements filed with the SEC since such timeDecember 31, 1995. As of their respective dates, the DVN Reports such MOXY SEC Documents (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the The audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports MOXY SEC Documents (including any related notes and schedules) present fairly presents in all material respects the financial position of MOXY and its consolidated Subsidiaries as of the dates thereof and the results of operations, operations and cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein covered thereby (subject, in the case of unaudited interim period statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend adjustments), in each case in accordance with past practice and generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved (except as may be noted thereinotherwise disclosed in the notes thereto). Since December 31, 19981995, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accruedMOXY has timely filed all reports, absolute, contingent or otherwise), registration statements and other than liabilities or obligations disclosed in filings required to be filed by it with the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse EffectSEC.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materialsa) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN The Purchaser has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesSecurities and Exchange Commission (the "SEC") since June 30, regulations1997 (collectively, policies and rules since such timethe "Purchaser Reports"). As of their respective dates, the DVN Reports Purchaser Reports, and any such reports, forms and other documents filed by the Purchaser with the SEC after the date of this Agreement: (i) were prepared complied, or will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date hereof. of this Agreement that was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Purchaser Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Purchaser Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Purchaser and its Subsidiaries subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Purchaser Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Purchaser and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments that would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN To the best knowledge of the Seller, the Buyer has made available to PZE received each registration statement, report, definitive proxy statement or definitive information statement (other than preliminary materials) and all exhibits thereto filed by DVN with the SEC since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN RAM Reports"). To the best knowledge of the Seller, and DVN has the RAM Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesCorporation under the 33 Act, regulationsthe Securities Exchange Act of 1934, policies as amended (the "34 Act") and the rules since such timeand regulations promulgated thereunder. As of their respective dates, the DVN RAM Reports (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, 33 Act and the 34 Act together with all rules and regulations promulgated thereunder and complied in all material respects with the then applicable accounting requirements and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in therein not misleading. To the light best knowledge of the circumstances under which they were madeSeller, not misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each each of the consolidated balance sheets of the Corporation included in or incorporated by reference into the DVN RAM Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries the Corporation as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of the Corporation included in or incorporated by reference into the DVN RAM Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries the Corporation for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations in the case of any nature (whether accruedunaudited statements, absolute, contingent or otherwise), other than liabilities or obligations disclosed in as permitted by Form 10-Q promulgated under the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect34 Act.

SEC Documents. DVN Parent has made available filed all reports, schedules, forms, statements and other documents required by the Parent to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) be filed by DVN with the SEC since January 1October 27, 1998, each in 2010 (the form (including exhibits and any amendments thereto) filed with the “SEC prior to the date hereof (collectively, the "DVN Reports"Documents”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective datesits date, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and each SEC Document complied in all material respects with the then requirements of the Securities Act or the Exchange Act, as the case may be, and the rules, policy statements and regulations of the SEC promulgated thereunder applicable accounting requirements to such SEC Documents, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereintherein (other than in the case of registration statements of Parent filed under the Securities Act, in the light of the circumstances under which they were made) not misleading, not misleading except for to the extent that such statements, if any, as SEC Documents have been modified or superseded by subsequent filings a later filed SEC Document. The consolidated financial statements of Parent included in 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 in all material respects with applicable accounting requirements and the published rules and regulations of the SEC prior to with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the date hereof. Each of periods involved (except as may be indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes thereto) and schedules) each fairly presents presented in all material respects the consolidated financial position of DVN and its Subsidiaries Parent as of its date the dates thereof and each of the consolidated statements results of operations, its operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, then ended. Except for liabilities incurred in connection with the transactions contemplated by this Agreement or in the case ordinary course of unaudited statements, to such exceptions as may be permitted by Form 10-Q business since the date of the SEC), most recent balance sheet included in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998SEC Documents, neither DVN Parent nor any Subsidiary of its Subsidiaries had Parent has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities ) required by GAAP to be set forth on a consolidated balance sheet of Parent or obligations disclosed in the DVN Reports or which would not havenotes thereto which, individually or in the aggregate, would have a DVN Material Adverse Effectmaterial adverse effect on the financial condition, results of operations, businesses, properties, assets or liabilities of Parent. None of the Subsidiaries of Parent is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents. DVN Lunn has made available to PZE TPG each registration statement, report, proxy statement prox▇ ▇▇atement or information statement (other than preliminary materials) filed by DVN Lunn with the SEC since January 1, 19981994, each in the form (including exhibits exh▇▇▇▇s and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN ReportsLUNN SEC REPORTS"). Each of the Lunn SEC Reports, and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As as of their respective dates▇▇▇es, the DVN Reports (i) were prepared in all material ▇▇▇erial respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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. Each of the consolidated balance sheets of Lunn included in or incorporated by reference into the DVN Lunn SEC Reports (including ▇▇▇luding the related notes and schedules) fairly presents in all material respects pres▇▇▇▇ the consolidated financial position of DVN Lunn and its Subsidiaries as of its date and each of the consolidated statements st▇▇▇▇ents of operationsincome, cash flows and shareholderschanges in stockholders' equity ("RETAINED EARNINGS") of Lunn included in or incorporated by reference into the DVN Lunn SEC Reports (including ▇▇▇luding any related notes and schedules) fairly presents in all material respects pres▇▇▇▇ the results of operations, cash flows Exhibits - 16 or changes in stockholders' equityretained earnings, as the case may be, of DVN Lunn and its 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 SECSEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except as may be noted therein. Since Except as and to the extent set forth on the consolidated balance sheet of Lunn and its Subsidiaries at December 31, 19981996, including all notes ther▇▇▇, neither DVN Lunn nor any of its Subsidiaries had has any liabilities or obligations of any nature a▇▇ ▇ature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of Lunn or in the notes thereto prepared in accordance with GAAP, other than liabilities tha▇ ▇▇abilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse EffectEffect and liabilities and obligations arising in the ordinary course of business since such date.

SEC Documents. DVN (a) SBS has delivered or made available to PZE each registration statementInfinity (i) SBS's annual report on Form 10-K for its fiscal year ended December 31, report2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2004 and June 30, 2004, (iii) its proxy statement or information statement statements relating to meetings of, or actions taken without a meeting by, the stockholders of SBS held since December 31, 2003, and (iv) all of the other than preliminary materials) reports, statements, schedules and registration statements filed by DVN SBS with the SEC since January 1December 31, 19982003 (the documents referred to in this Section 2.5(a), each in collectively, the form "SBS SEC Documents"). (including exhibits and any amendments theretob) filed with the SEC As of its filing date (or, if amended or superceded by a subsequent filing prior to the date hereof (collectivelyof this Agreement, on the "DVN Reports"date of such subsequent filing), each SBS SEC Document filed prior to the date of this Agreement complied, and DVN has each such SBS SEC Document filed all formssubsequent to the date of this Agreement and prior to the Closing will comply, reports and documents required as to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be (including, without limitation, the applicable accounting requirements of the SEC and the published rules and regulations thereunder of the SEC with respect thereto). (c) As of its filing date (or, if amended or superceded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), each SBS SEC Document (as the information therein may have been amended, revised, restated or superceded, as the case may be, by a subsequent filing made prior to the date of this Agreement) filed prior to the date of this Agreement pursuant to the Exchange Act did not, and complied in all material respects with each such SBS SEC Document filed subsequent to the then applicable accounting requirements date of this Agreement and (ii) did not prior to the Closing will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. (d) At the time each SBS SEC Document filed after July 30, if any, as have been modified by subsequent filings 2002 containing financial statements was filed with the SEC (or, if amended or superceded by a subsequent filing prior to the date hereof. Each of this Agreement, on the consolidated balance sheets date of such subsequent filing), such SBS SEC Document included in or incorporated was accompanied by reference into the DVN Reports certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (including the related notes and schedules) fairly presents "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), each such certification complied in all material respects with the consolidated financial position of DVN and its Subsidiaries as of its date ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents such SEC Document otherwise complied in all material respects with the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q applicable requirements of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. DVN Purchaser has made available to PZE each registration statementthe Company, reportby reference to Purchaser’s and the SEC’s website, proxy statement or information statement (other than preliminary materials) 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 by DVN Purchaser with the SEC since January 1March 31, 1998, each in the form (including exhibits 2010 and any amendments thereto) filed with the SEC prior up to the date hereof (collectivelyof this Agreement, the "DVN Reports")if any, and DVN has filed all formsany proxy materials distributed to Purchaser’s stockholders since March 31, reports 2010 and documents required up to be filed by it with the date of this Agreement, if any, in each case excluding any exhibits or attachments thereto (the “Purchaser SEC pursuant to relevant securities statutesFilings”). The Purchaser SEC Filings (a) conformed, regulations, policies and rules since such time. As as of the dates of their respective datesfiling with the SEC, the DVN Reports (i) were prepared in all material respects respects, to the requirements set forth in accordance with the applicable requirements of instructions for such forms under the Securities Act of 1933, as amended (the “Securities Act, ”) and the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (iib) when taken together, did not not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified to the extent corrected by subsequent filings a subsequently filed report with the SEC prior to the date hereof. Each The financial statements of the consolidated balance sheets Purchaser included in or incorporated by reference into the DVN Reports (including the related notes Purchaser SEC Filings fairly and schedules) fairly presents accurately presented, in all material respects respects, the consolidated financial position condition of DVN Purchaser and its Subsidiaries consolidated subsidiaries as of its date their respective dates and each Purchaser’s consolidated results of operations for the respective periods specified therein were prepared in accordance with GAAP (except as indicated in the 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 consolidated statements of operations, cash flows and shareholders' equity included in SEC applicable to Form 10-Q or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityForm 8-K, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN Parent has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1August 6, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1996 (collectively, the "DVN Parent SEC Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) which were prepared in all material respects in accordance with the applicable requirements of the Securities ActLaws. As of their respective dates, the Exchange Act, and the rules and regulations thereunder and Parent SEC Reports (a) complied as to form in all material respects with the then applicable accounting requirements of the Securities Laws and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the DVN Parent SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Parent and its the Parent Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Parent included in or incorporated by reference into the DVN Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Parent and its the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments that would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or which would not have, individually or in 15(d) of the aggregate, a DVN Material Adverse EffectExchange Act.

SEC Documents. DVN (a) Transocean has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Transocean Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Transocean Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified corrected by subsequent filings with the SEC prior to the date hereof. . (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Transocean Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of DVN Transocean and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and changes in shareholders' ’ equity included in or incorporated by reference into the DVN Transocean Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Transocean and its Subsidiaries for the periods set forth therein; each of such exceptions as may statements (including the related notes, where applicable) complies, and the financial statements to be permitted filed by Form 10-Q Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto; and each of such statements (including the related notes, in each case where applicable) has been, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed indicated in the DVN Reports notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to Transocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) Since January 1, 2004, (A) the exercise price of each Transocean Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Transocean Benefit Plan under which would not havesuch Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of grant of such Transocean Option, and (B) all grants of Transocean Options were validly issued and properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a DVN Transocean Material Adverse Effect.

SEC Documents. DVN has made available to PZE (i) Entrade and each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN of its Subsidiaries has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesSecurities and Exchange Commission (the "SEC") (collectively, regulations, policies and rules since such timethe "Entrade Reports"). As of their respective dates, the DVN Entrade Reports (iA) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (iiB) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with misleading. The representation in clause (B) of the SEC preceding sentence shall not apply to any misstatement or omission in any Entrade Report filed prior to the date hereofof this Agreement that was superseded by a subsequent report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable report, provided such subsequent report was provided to the Stockholders and the Acquired Corporations prior to the date of this Agreement. For purposes of this Agreement, the Entrade Reports shall include, without limitation, the Rule 424(b)(3) Proxy Statement/Prospectus filed with the SEC on August 20, 1999 and Entrade's Form S-4 registration statement #333-79175 effective on August 19, 1999 (including all exhibits thereto) (collectively, the "Entrade S-4 Registration Statement"). (ii) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Entrade Reports (including the related notes and schedules) fairly presents the assets, liabilities, changes in all material respects the stockholders' equity and consolidated financial position of DVN Entrade and its Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Entrade Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or flow and changes in stockholders' equitycash flow, as the case may be, of DVN Entrade and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments that would not be permitted by Form 10-Q of the SECmaterial in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except as may be noted therein. Since December 31The consolidated balance sheet of Artra Group Incorporated and the pro forma balance sheet of Entrade, 1998both dated as of June 30, neither DVN nor any 1999 and filed with the SEC in connection with Entrade's Form 8K filing of its Subsidiaries had any liabilities or obligations of any nature (whether accruedOctober 6, absolute1999, contingent or otherwise), other than liabilities or obligations disclosed in are referred to herein together as the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect"Entrade Balance Sheet."

SEC Documents. DVN (a) Transocean has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to PZE GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN “Transocean Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each Transocean Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, each of the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified corrected by subsequent filings with the SEC prior to the date hereof. . (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Transocean Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of DVN Transocean and its Subsidiaries as of its date date, and each of the consolidated statements of operations, cash flows and changes in shareholders' ’ equity included in or incorporated by reference into the DVN Transocean Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Transocean and its Subsidiaries for the periods set forth therein; each of such exceptions as may statements (including the related notes, where applicable) complies, and the financial statements to be permitted filed by Form 10-Q Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC)SEC with respect thereto; and each of such statements (including the related notes, in each case where applicable) has been, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed indicated in the DVN Reports notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to Transocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) Since January 1, 2004, (A) the exercise price of each Transocean Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Transocean Benefit Plan under which would not havesuch Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of grant of such Transocean Option, and (B) all grants of Transocean Options were validly issued and properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a DVN Transocean Material Adverse Effect.

SEC Documents. DVN Purchaser has made available to PZE each registration Seller a true and ------------- complete copy of Purchaser's Form 10-K for the year ended December 31, 1999 and any other statement, report, registration statement or definitive proxy statement or information statement (other than preliminary materials) filed by DVN Purchaser with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior 2000 to the date hereof Closing Date (collectively, the "DVN ReportsPurchaser SEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied Purchaser SEC Documents comply or will comply in all material respects with the then applicable accounting requirements of the Exchange Act or the Securities Act, and (ii) did not none of the Purchaser SEC Documents contain or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereofextent corrected by a subsequently filed Purchaser SEC Document. Each Without limiting the foregoing, each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) Purchaser SEC Documents fairly presents in all material respects presented the consolidated financial position of DVN Purchaser and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) Purchaser SEC Documents fairly presents in all material respects presented the results of operations, stockholders' equity and cash flows or changes in stockholders' equity, as the case may be, of DVN Purchaser and its Subsidiaries subsidiaries for the periods period set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q material and the absence of the SECcertain footnote disclosures), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN The Borrower has made available to PZE each registration statement, report, proxy statement or furnished the following information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof Lender: (a) the Report of Form 10-K of the Borrower and it wholly-owned subsidiaries for the year ended December 31, 1996, (b) the Borrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1997 and June 30, 1997, and (c) all other documents that the Borrower was required to file, which it represents and warrants it did timely file with SEC under Section 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30, 1997 (collectively, the "DVN ReportsSEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and SEC Documents complied in all material respects with the then applicable accounting requirements and requires of the Exchange Act or the Securities Act of 1933, as amended (ii) the "Securities Act"), as applicable. The SEC Documents as of their respective dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with misleading. The financial statements of the Borrower included in the SEC prior Documents (the "Financial Statements") comply as to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q, the Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present the consolidated financial position of DVN the Borrower and its Subsidiaries as of its date any subsidiaries at the dates thereof and each of the consolidated statements result of operations, their operations and consolidated cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to such exceptions as may normal, recurring adjustments). The SEC Documents, this Agreement, the exhibits and schedules hereto, and any certificates or documents to be permitted by Form 10-Q delivered to the Lender pursuant to this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the SEC)circumstances under which statements were made, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectmisleading.

SEC Documents. DVN has made available The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to PZE each registration statement, report, proxy statement file reports pursuant to Sections 13 or information statement 15(d) thereof (other than preliminary materials) all such reports filed or required to be filed by DVN with the SEC since January 1Seller, 1998, each in the form (including all exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports")thereto or incorporated therein by reference, and DVN all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all forms, reports and or other documents required to be filed under the Exchange Act. All SEC Documents filed by it with the SEC pursuant to relevant securities statutesSeller as of or for any period beginning on or after July 1, regulations2003, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, if anywithout limitation, as have been modified by subsequent filings the most recent Proxy Statement) which the Seller filed with the SEC prior Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2005 (the “Recent Reports”) to the date hereofextent not available via ▇▇▇▇▇. Each None of the consolidated balance sheets included in information about the Seller or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities which has been disclosed to the Purchasers herein or obligations in the course of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations discussions and negotiations with respect hereto which is not disclosed in the DVN Recent Reports is or which would not havewas required to be so disclosed, individually or in and no material non-public information has been disclosed to the aggregate, a DVN Material Adverse EffectPurchasers.

SEC Documents. DVN Executone has made available delivered to PZE Unistar each registration statement, report, proxy statement or and information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) filed prepared by DVN with it since December 31, 1994 including, without limitation, its (i) Annual Report on Form 10-K for the SEC since January 1year ended December 31, 19981994, (ii) Quarterly Reports on Form 10-Q for the periods ended March 31, 1995, June 30, 1995 and September 30, 1995 and (iii) definitive proxy statement relating to its annual meeting of stockholders held on June 27, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to Securities and Exchange Commission (the date hereof "SEC") (collectively, the "DVN Executone Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Executone Reports (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Executone included in or incorporated by reference into the DVN Executone Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries Executone as of its date date, and each of the consolidated statements of income or operations, stockholders' equity and cash flows and shareholders' equity of Executone included in or incorporated by reference into the DVN Executone Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityequity or cash flows, as the case may be, of DVN and its Subsidiaries Executone for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end adjustments which would not be permitted by Form 10-Q of the SECmaterial in amount or effect), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since Except as and to the extent set forth on the consolidated balance sheet of Executone as of December 31, 19981994, including the notes thereto, or as set forth in the Executone Reports, neither DVN Executone nor any of its the Executone's Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in the DVN Reports or which would not havereserved against in, individually a consolidated balance sheet of Executone or in the aggregatenotes thereto, a DVN Material Adverse Effectprepared in accordance with GAAP consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materialsa) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN The Purchaser has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutesSecurities and Exchange Commission (the “SEC”) since June 30, regulations1997 (collectively, policies and rules since such timethe “Purchaser Reports”). As of their respective dates, the DVN Reports Purchaser Reports, and any such reports, forms and other documents filed by the Purchaser with the SEC after the date of this Agreement: (i) were prepared complied, or will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with misleading. The representation in clause (iii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date hereof. of this Agreement that was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Purchaser Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Purchaser Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Purchaser and its Subsidiaries subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Purchaser Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Purchaser and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments that would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN Financial Statements. (A) AHC has made available furnished to PZE the Sellers a true and complete copy of each registration statement, report, proxy statement or information registration statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each prospectus in the form filed pursuant to Rule 424 (including exhibits b) of the Securities Act), definitive proxy statement, and any amendments thereto) other filing filed with the SEC by AHC since June 30, 2001, and prior to the Closing Date, AHC will have furnished the Sellers with true and complete copies of any additional documents filed with the SEC by AHC after the date hereof and prior to the Closing Date (collectively, the "DVN ReportsAHC SEC Documents"), and DVN has filed all forms, reports and . (B) All documents required to be filed by it as exhibits to the AHC SEC Documents have been so filed, and all contracts so filed as exhibits are in full force and effect except those which have expired in accordance with the SEC pursuant to relevant securities statutes, regulations, policies their terms and rules since neither AHC nor any of its Subsidiaries is in default under such timematerial contracts except where such default would not have a Material Adverse Effect upon AHC and its Subsidiaries taken as a whole. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and AHC SEC Documents complied in all material respects with the then applicable accounting requirements of the Securities Exchange Act and (ii) did not contain the Securities Act and none of the AHC SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading misleading, except for such statements, if any, as have been modified to the extent corrected by subsequent filings with the a subsequently filed AHC SEC Document prior to the date hereofof this Agreement. Each The financial statements of AHC, including the consolidated balance sheets notes thereto, included in or incorporated by reference into the DVN Reports AHC SEC Documents (including the related notes "AHC Financial Statements") were complete and schedules) fairly presents correct in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operationstheir respective dates, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents completed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q promulgated by the SEC). The AHC Financial Statements fairly present the consolidated financial condition and operating results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN AHC and its Subsidiaries for at the dates and during the periods set forth indicated therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10normal, recurring year-Q of the SECend adjustments), . There has been no change in each case in accordance with generally accepted AHC's accounting principles consistently applied during the periods involved, policies except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed described in the DVN Reports or which would not have, individually or in notes to the aggregate, a DVN Material Adverse EffectAHC Financial Statements.

SEC Documents. DVN (a) The Company has made available furnished to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC Investor prior to the date hereof copies of its Annual Report on Form 10-K, as amended, for the fiscal year ended December 27, 1997 (collectively, the "DVN ReportsFORM 10-K"), and DVN has all other registration statements, reports --------- and proxy statements filed all formsby the Company with the SEC on or after December 27, 1997 (the Form 10-K and such registration statements, reports and documents required proxy statements, are collectively referred to be herein as the "SEC DOCUMENTS"). Each ------------- of the SEC Documents, as of the respective date thereof, did not, and each of the registration statements, reports and proxy statements filed by it the Company with the SEC pursuant after the date hereof and prior to relevant securities statutesthe Closing will not, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements as of the Securities Actdate thereof, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as may have been modified by corrected in a subsequent filings SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The Company has provided the Investor with its audited financial statements (the "AUDITED FINANCIAL STATEMENTS") for the fiscal year ended ---------------------------- December 27, 1997 (the "BALANCE SHEET DATE") and its unaudited financial ------------------ statements as of March 28, 1998. Since December 28, 1997, the Company has duly filed with the SEC all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended, and the 1933 Act. The audited and unaudited consolidated financial statements of the Company included in the SEC Documents filed prior to the date hereof. Each of hereof fairly present, in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be ---- indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects thereto), the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its at the date thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements and the unaudited financial statements as of March 28, to such exceptions as may be permitted by Form 10-Q of 1998 (including the SECnotes thereto), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any Company has no material liabilities or obligations of any nature (whether accruedaccrued or unaccrued, absoluteliquidated or unliquidated, contingent secured or otherwise)unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than than: (i) liabilities or obligations disclosed incurred in the DVN Reports or ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which would not havethe Investor is a party, individually and (iii) other liabilities that either individually, or in the aggregate, would not result in a DVN Material Adverse Effect.

SEC Documents. DVN (a) The Company Shares are registered pursuant to Section 12(b) of the Exchange Act, and, since April 30, 2007, the Company has timely filed with or furnished on Form 6-K (or other applicable form) to the SEC all reports, schedules, forms, statements and other documents required to be filed with or furnished on Form 6-K (or other applicable form) to the SEC by it pursuant to the reporting requirements of the Exchange Act. (b) The Company is a “foreign private issuer” (as such term is defined in the rules and regulations under the Securities Act and the Exchange Act). (c) The Company has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC Investors prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed copies of all forms, annual reports and documents required to be on Form 20-F filed by it Company with the SEC pursuant since April 30, 2007 including all amendments thereto and any report on Form 6-K submitted by the Company to relevant securities statutesthe SEC since April 30, regulations, policies 2007 (the Forms 20-F and rules since such timethe Forms 6-K are collectively referred to herein as the “SEC Documents”). As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements Each of the Securities ActSEC Documents (including the financial statements included therein), as of the Exchange Actrespective date thereof (or, and if amended or superseded by a filing or submission, as the rules and regulations thereunder and complied in all material respects with case may be, prior to the Closing Date, then applicable accounting requirements and (ii) on the date of such filing or submission, as the case may be), did not contain any untrue statement of a material fact or nor 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 anymisleading. Each SEC Document, as it may have been modified subsequently amended by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equitysubmissions, as the case may be, filed or submitted by the Company with or to the SEC since April 30, 2007 and prior to the date hereof complied in all material respects with the requirements of DVN the Exchange Act and the rules and regulations promulgated thereunder applicable to such SEC Document. (d) The financial statements of the Company included in the SEC Documents have been prepared in accordance with GAAP) applied on a consistent basis during the periods involved, present fairly the financial position of the Company as of the dates indicated therein and the results of its Subsidiaries operations and cash flows for the periods set forth therein (specified, subject, in the case of unaudited statementsfinancial statements for interim periods, to such exceptions as may be permitted by Form 10normal year-Q end audit adjustments, and are consistent with the books and records of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature Company (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectbooks and records are correct and complete.

SEC Documents. DVN Financial Statements. Parent has made available to PZE the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) document filed by DVN it since December 31, 1998 with the SEC since January 1under the Securities Act or the Exchange Act, including without limitation, (i) Parent's Annual Report on Form 10-K for the year ended December 31, 1998, (ii) Parent's Quarterly Report on Form 10-Q for the period ended June 30, 1999, and (iii) Parent's definitive proxy statement for its 1999 Annual Meeting of Shareholders held May 18, 1999, each in the form (including exhibits and any amendments theretoamendments) filed with the SEC prior to the date hereof (collectively, the "DVN ReportsParent SEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, each of the DVN Reports (i) were prepared in all material respects in accordance Parent SEC Documents did not, and each of the Parent SEC Documents filed with the applicable requirements of SEC subsequent to the Securities Actdate hereof will not, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading except misleading, provided, that Parent makes no representation with respect to information supplied by the Company for such statements, if any, as have been modified by subsequent filings with the use in Parent SEC prior to Documents after the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports Parent SEC Documents (including the their related notes and schedules) fairly presents in all material respects the consolidated financial position condition of DVN Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of operationsincome, cash flows and shareholders' equity and cash flows included in or incorporated by reference into the DVN Reports Parent SEC Documents (including any related notes and schedules) fairly presents in all material respects the results of operations, shareholders' equity and cash flows or changes in stockholders' equityflows, as the case may be, of DVN Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, statements to such exceptions as may normal year-end adjustments and any other adjustments described therein which individually or in the aggregate will not be permitted by Form 10-Q of the SECmaterial in amount or effect), in each case in accordance with generally accepted accounting principles principals consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN (i) Alloy has furnished or made available to PZE each registration statement, report, proxy statement or information statement the Company a correct and complete copy of Alloy's Quarterly Report on Form 10-Q (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto"Form 10-Q") filed with the SEC prior with respect to the fiscal quarter ended October 31, 2000 and each report, schedule, registration statement and definitive proxy statement filed by Alloy with the SEC on or after the date hereof of filing of the Form 10-Q which are all the documents (other than preliminary material) that Alloy was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-Q (collectively, the "DVN ReportsAlloy SEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, or in the DVN Reports case of registration statements, their respective effective times, none of Alloy SEC Documents (iincluding all exhibits and schedules thereto and documents incorporated by reference therein) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such misleading, and Alloy SEC Documents complied when filed, or in the case of registration statements, if anyas of their respective effective times, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects with the consolidated financial position of DVN and its Subsidiaries as of its date and each then applicable requirements of the consolidated statements of operations, cash flows and shareholders' equity included in Securities Act or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityExchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. (ii) The financial statements (including the notes thereto) of DVN and its Subsidiaries for the periods set forth therein (subject, Alloy included in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q for the fiscal quarter then ended, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC)SEC with respect thereto, in each case were prepared in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, involved (except as may be noted thereinhave been indicated in the notes thereto) and fairly present the financial position of Alloy as at the dates thereof and the results of its operations, stockholders' equity and cash flows for the period then ended. (iii) Immediately prior to the Effective Time, the authorized capital stock of Alloy will consist of 50,000,000 shares of Alloy Common Stock, of which 21,248,403 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $.01 per share, of which 1,850,000 have been designated as its Series A Convertible Preferred Stock (the "Series A Preferred") pursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware on February 16, 2001, and 1,052,632 shares of which are issued and outstanding. (iv) As of March 1, 2001, the outstanding subscriptions, options, warrants, calls, contracts, demands, commitments and convertible securities of Alloy under which Alloy is obligated to issue any securities of any kind representing an ownership interest in Alloy, consisted of the shares of Series A Preferred, warrants to purchase 307,018 shares of Alloy Common Stock issued in connection with Alloy's issuance and sale of the Series A Preferred and outstanding stock options in respect of 4,596,518 shares of Alloy Common Stock with an average strike price of $12.54 per share and warrants in respect of 232,865 shares of Alloy Common Stock with an average exercise price of $5.06. Since December 31March 1, 19982001, neither DVN nor any Alloy has issued similar rights in respect of its Subsidiaries had any liabilities or obligations not more than 100,000 shares of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse EffectAlloy Common Stock.

SEC Documents. DVN IBC has made available to PZE MSB a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement filed by IBC with the SEC (other than reports filed pursuant to Section 13(d) or information statement 13(g) of the Exchange Act) since January 1, 1995 (as such documents have since the time of their filing been amended, the "IBC SEC Documents"), which are all the documents (other than preliminary materialsmaterial and reports required pursuant to Section 13(d) filed by DVN or 13(g) of the Exchange Act) that IBC was required to file with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timedate. As of their respective datesdates of filing with the SEC, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and IBC SEC Documents complied in all material respects with the then 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 thereunder applicable accounting requirements to such IBC SEC Documents, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. The financial statements of IBC included in the IBC SEC Documents complied as to form, as of their respective dates of filing with the SEC, 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 applied on a consistent basis during the periods involved (except for such as may be indicated in the notes thereto or, in the case of the unaudited statements, if any, as have been modified permitted by subsequent filings with the SEC prior to the date hereof. Each Form 10-Q of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes SEC) and schedules) fairly presents present in all material respects the consolidated financial position of DVN IBC and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, changes in shareholders' equity and cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries such companies for the periods set forth therein (subjectthen ended. All material agreements, in the case of unaudited statements, contracts and other documents required to such exceptions be filed as may be permitted by Form 10-Q exhibits to any of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse EffectIBC SEC Documents have been so filed.

SEC Documents. DVN (a) ZT has made available delivered copies to PZE each registration statementIR of: (i) ZT's annual reports on Form 10-KSB for its fiscal years ended June 30, report1999, 1998, 1997, and 1996, (ii) ZT's quarterly reports on Form 10-Q for its fiscal quarter ended September 30, 1999, (iii) its proxy statement or information statement statements relating to meetings of, or actions taken without a meeting by, the shareholders of ZT held since January 11, 1999, and (iv) all of its other than preliminary materials) reports, statements, schedules and registration statements filed by DVN with the SEC since January 111, 19981999 (the documents referred to in this Section 3.8(a), each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN ZT Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. . (b) As of their respective datesthe filing date, the DVN Reports (i) were prepared each ZT Report complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such later filing), each ZT Report filed pursuant to the Exchange Act did not, and each such ZT Report filed subsequent to the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not date hereof will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. (d) Each ZT Report that is a registration statement, as amended or supplemented, if anyapplicable, filed pursuant to the Securities Act, as have been modified by subsequent filings with the SEC prior to of the date hereof. Each such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectmisleading.

SEC Documents. DVN The Company has made available to PZE Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed prepared by DVN with the SEC it since January 1December 31, 19981994, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Company Reports"). Since December 31, and DVN 1994, the Company has filed all forms, reports and documents not failed to make any required to be filed by it filing with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeon a timely basis. As of their respective dates, the DVN Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the DVN Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Company and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of the Company included in or incorporated by reference into the DVN Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 19981995, including all notes thereto, or as set forth in the Company Reports, neither DVN the Company nor any of its Subsidiaries had has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in reserved against in, a balance sheet of the DVN Reports or which would not have, individually Company or in the aggregatenotes thereto, a DVN Material Adverse Effectprepared in accordance with United States generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. DVN (i) Purchaser has furnished or made available to PZE the Stockholders a correct and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (other than preliminary materials) filed by DVN Purchaser with the SEC since January 1, 1998, each in on or after the form (including exhibits and any amendments thereto) filed date of filing with the SEC prior to of Purchaser's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "2001 10-K") through the date hereof (collectively, the "DVN ReportsPurchaser SEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, or in the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements case of registration statements, their respective effective dates, none of the Securities Act, the Exchange Act, Purchaser SEC Documents (including all exhibits and the rules schedules thereto and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (iidocuments incorporated by reference therein) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such misleading, and the Purchaser SEC Documents complied when filed, or in the case of registration statements, if anyas of their respective effective dates, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects with the consolidated financial position of DVN and its Subsidiaries as of its date and each then applicable requirements of the consolidated statements of operations, cash flows and shareholders' equity included in Securities Act or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityExchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The Purchaser has not failed to file any report or schedule required to be filed pursuant to the Securities Act or the Exchange Act. (ii) The financial statements of DVN and its Subsidiaries for the periods set forth therein (subject, Purchaser included in the case of unaudited statements, to such exceptions as may be permitted by 2001 10-K and the Form 10-Q for the quarter ended March 31, 2002 complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC)SEC with respect thereto, in each case were prepared in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, involved (except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed have been indicated in the DVN Reports financial statements or which would not havethe notes thereto and except for the absence of complete footnote disclosure as required by GAAP and subject to changes, individually or in if applicable, resulting from normal year-end audit adjustments) and fairly present the aggregatefinancial position of Purchaser as at the dates thereof and the results of their operations, a DVN Material Adverse Effectstockholders' equity and cash flows for the periods then ended.

SEC Documents. DVN (a) The Company has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to copies of its Annual Reports on Form 10-KSB for the date hereof fiscal year ended March 31, 2006 (collectively, the "DVN ReportsFORM 10-KSB"), March 31, 2005 and DVN has filed March 31, 2004, and all formsother registration statements, reports and documents proxy statements that have been required to be filed by it the Company with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, under the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects 1933 Act on or after March 31, 2006, including, but not limited to, the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006 (to the extent it is filed with the then applicable accounting requirements SEC), June 30, 2006 and its Current Reports on Form 8-K filed June 1, 2006 and June 30, 2006 (ii) did not the Form 10-KSB, such Forms 10-QSB and 8-K, and such registration statements, reports and proxy statements, are collectively referred to herein as the "SEC DOCUMENTS"). Each of the SEC Documents, as of the respective date thereof, does not, and each of the registration statements, reports and proxy statements filed by the Company with the SEC after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. The Company is not a party to any material contract, if any, agreement or other arrangement required to be filed as have been modified by subsequent filings with an exhibit to the SEC Documents that is not so filed. (b) The Form 10-KSB includes the Company's audited financial statements (the "AUDITED FINANCIAL STATEMENTS") for the fiscal year ended March 31, 2006 (the "BALANCE SHEET DATE") and 2005.The audited and unaudited consolidated financial statements of the Company included in the SEC Documents filed prior to the date hereof. Each hereof fairly present, in conformity with generally accepted accounting principles ("GAAP") (except for the omission of certain footnotes as permitted by Form 10-QSB) applied on a consistent basis (except as may be indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedulesthereto) fairly presents in all material respects the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its date at the Balance Sheet Date and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), to such exceptions as may be permitted by Form 10-Q the knowledge of the SEC)Company, the Company has no material liabilities required to be set forth in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature a balance sheet under GAAP (whether accruedaccrued or unaccrued, absoluteliquidated or unliquidated, contingent secured or otherwise)unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than than: (i) liabilities or obligations disclosed incurred in the DVN Reports or ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which would not havethe Investor is a party, and (iii) other liabilities that either individually or in the aggregate, would not result in a DVN Material Adverse Effect. (d) Since January 1, 2003, the Company has been in compliance, and shall remain compliant, in all material respects with the requirements of the 1933 Act, the Exchange Act as well as the registration and/or qualification requirements of all applicable state securities laws.

SEC Documents. DVN Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has made available to PZE each registration statementtimely filed all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1995 (collectively, the "DVN Excel Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Excel Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Excel included in or incorporated by reference into the DVN Excel Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Excel and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Excel included in or incorporated by reference into the DVN Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Excel and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually therein or in the aggregatenotes thereto and except, a DVN Material Adverse Effectin the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. DVN (a) Acquiror has filed and made available to PZE the Company true and complete copies of each registration statement, report, proxy statement or information statement (statement, form, report and other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutessince January 1, regulations1995 (collectively, policies and rules since such timethe "Acquiror SEC Reports"). As of their respective dates, the DVN Acquiror SEC Reports -------------------- (i) were prepared complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Act and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. misleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Acquiror SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects respects, the consolidated financial position of DVN Acquiror and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Acquiror included in or incorporated by reference into the DVN Acquiror SEC Reports (including any the related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend audit adjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998. (c) Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, neither DVN Acquiror nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than or reserved against in, a balance sheet of Acquiror or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations disclosed that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Acquiror as of September 30, 1998, (ii) liabilities or obligations arising in the DVN Reports ordinary course of business (including trade indebtedness) since September 30, 1998, and (iii) liabilities or obligations which would not havenot, individually or in the aggregate, have a DVN Material Adverse Effect.

SEC Documents. DVN Buyer has made available to PZE each registration statementfiled all required forms, reportreports, proxy statement or schedules, statements and other documents (including exhibits and other information statement (other than preliminary materialsincorporated therein) filed by DVN with the SEC since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to 1998 through the date hereof (collectively, the "DVN Buyer SEC Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, or, if amended, as of the DVN Reports date of the last such amendment, each Buyer SEC Report, (ia) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements to such Buyer SEC Reports and (iib) at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Buyer SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Buyer and its Subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders' equity and cash flows and shareholders' equity included in or incorporated by reference into the DVN Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations, operations and cash flows or changes in stockholders' equityflows, as the case may be, of DVN Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which are not reasonably likely to be permitted by Form 10-Q material in amount or effect, and the absence of the SECfootnotes), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31Except (i) as to liabilities arising in the ordinary course of business since the last Buyer SEC Report, 1998(ii) as set forth in the Buyer SEC Reports or (ii) as set forth on Schedule 4.5, neither DVN Buyer nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether absolute, accrued, absolutecontingent, contingent secured or unsecured, matured or unmatured, or otherwise), other than liabilities or obligations disclosed in the DVN Reports or ) which would not have, individually or in the aggregate, have a DVN Material Adverse EffectEffect on Buyer.

SEC Documents. DVN has made available to PZE each registration statementExcept as set forth in SCHEDULE 2.1(J), reportsince May 11, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively1995, the "DVN Reports"), and DVN Company has filed all forms, reports and documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (such reports, the "SEC DOCUMENTS" and, together with the Schedules to this Agreement and other documents and information furnished by or on behalf of the Company at any time prior to the Closing, including, the Risk Factors annexed hereto as EXHIBIT E, the "DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC pursuant Documents prior to relevant securities statutes, regulations, policies and rules since the expiration of any such timeextension. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and SEC Documents complied in all material respects with the then requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, 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 financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (ii"GAAP") did applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP, and (c) the Company has not altered its method of accounting or the identity of its auditors. The Schedules to this Agreement furnished by or on behalf of the Company do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectmisleading.

SEC Documents. DVN 3.4.1 The Buyer has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 2003 (collectively, the "DVN Buyer SEC Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) which were prepared in all material respects in accordance with the applicable requirements Securities Act of 1933 and the Securities ActExchange Act of 1934 (collectively, the Exchange Act"Securities Laws"). As of their respective dates, and the rules and regulations thereunder and Buyer SEC Reports (a) complied in all material respects with the then applicable accounting requirements of the Securities Laws and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with 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 hereofof 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 DVN Buyer SEC Reports (including the 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 in all material respects the consolidated financial position of DVN the Buyer and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of the Buyer included in or incorporated by reference into the DVN 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 in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Buyer and its Subsidiaries subsidiaries for the periods set forth therein (subjecttherein, in each case in accordance with GAAP consistently applied during the periods involved except, in the case of unaudited statements, for the related notes and for normal year-end audit adjustments which will not be material in amount or effect. 3.4.2 Except as and to such exceptions the extent set forth on the balance sheet of the Buyer as may be permitted by of September 30, 2004 included in the Buyer Form 10-Q for the quarter then ended or otherwise disclosed in the notes thereto, such Form 10-Q or any Form 8-K filed by the Buyer from September 30, 2004 to the date of this Agreement, the Buyer, as of the SEC)date of this Agreement, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than ) except for (i) liabilities or obligations disclosed incurred in the DVN Reports or which would not haveordinary course of business consistent with past practice since September 30, 2004; (ii) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby; and (iii) liabilities and obligations that individually or in the aggregate, aggregate have not had or would not reasonably be expected to have a DVN Buyer Material Adverse Effect.

SEC Documents. DVN Prior to the date hereof, PMT has made available delivered to PZE each registration statementMHA copies of all of PMT's Annual Reports on Forms 10-K, reportQuarterly Reports on Form 10-Q and Current Reports on Form 8-K, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) as filed with the SEC prior to the date hereof Securities and Exchange Commission (collectively"SEC") since June 14, 1996, and its proxy statement dated November 14, 1995 (the "DVN PMT Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN The PMT Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act, the Exchange Act, ") and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements promulgated thereunder, and (ii) as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included in or incorporated by reference into the DVN PMT Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries PMT as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN PMT Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries PMT for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SEC), 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. Since December 31, 1998, neither DVN nor any These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the date hereof at the time of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in their filing. PMT has made all filings required to be filed by PMT under the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect▇▇▇▇ ▇▇▇.

SEC Documents. DVN has made available The Company hereby makes reference to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) the following documents filed by DVN the Company with the Commission, which are available for review on the Commission’s website, w▇▇.▇▇▇.▇▇▇: (collectively, the “SEC Documents”): (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2010; (b) the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011; (c) the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011; (d) the Company’s Current Reports on Form 8-K filed since January 1, 19982011, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and SEC Documents complied in all material respects with the then applicable accounting requirements of the Exchange Act, as amended, and (ii) did not contain any the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in 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 misleading. The financial statements of the Company included in the SEC prior Documents comply as to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents form in all material respects with applicable accounting requirements and the consolidated 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 statements, as permitted by the applicable 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 financial position of DVN the Company as of the dates thereof and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders’ equity and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to such exceptions normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). Except as may be permitted by Form 10-Q and to the extent set forth on the balance sheet of the SEC)Company as of June, in each case in accordance 30 2011, including the notes thereto, and the Current Reports on Form 8-K and Form 8-K/A filed with generally accepted accounting principles consistently applied during the periods involvedSEC since June 30, except as may be noted therein. Since December 312011, 1998, neither DVN nor any of its Subsidiaries had any liabilities the Company has no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether required to be reflected on a balance sheet or not), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN Buyer has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and ------------- documents with the SEC since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1994 (collectively, the "DVN Buyer SEC Reports"), ) all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Buyer since December 31, 1994 under the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeSecurities Laws. As of their respective dates, the DVN Buyer SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the DVN Buyer SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Buyer and its the Buyer Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Buyer included in or incorporated by reference into the DVN Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Buyer and its the Buyer Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or which would not have, individually or in 15(d) of the aggregate, a DVN Material Adverse EffectExchange Act.

SEC Documents. DVN The Company has made available to PZE each filed all registration statementstatements, reportreports, proxy statement statements or information statement statements (other than preliminary materialscollectively, the "SEC Reports") required to be filed by DVN the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1July 31, 19981992. Except as set forth on Schedule 2.6, as of their respective dates, each in the form SEC Report (including exhibits and any amendments thereto) ), filed by the Company with the SEC prior to the date hereof (collectivelySEC, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (i) were was prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933 (the "Securities Act, ") or the Securities Exchange Act of 1934 (the "Securities Exchange Act"), as the case may be, and the respective rules and regulations promulgated thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the DVN SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Company and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of the Company included in or incorporated by reference into the DVN SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31As of the date hereof, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations the Company is eligible to file registration statements under the Securities Act on Form S-3 and the Company is not aware of any nature (whether accrued, absolute, contingent facts or otherwise), other than liabilities or obligations disclosed in the DVN Reports or circumstances which would not have, individually or in cause it to fail to meet the aggregate, a DVN Material Adverse Effecteligibility requirements for use of Form S-3.

SEC Documents. DVN The Company has furnished, or made available to PZE ------------- counsel for Purchasers, a true and complete copy of each registration statement, report, registration statement and definitive proxy statement or information statement filed by the Company with the Securities and Exchange Commission ("SEC") since January 1, 1997 (the "SEC --- --- Documents"), which are all the documents (other than preliminary materialsmaterial) filed by DVN that --------- the Company was required to file with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timedate. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and SEC Documents complied in all material respects with the then applicable accounting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (ii) did not contain the "Securities ------------ ---------- Act"), and none of the SEC Documents contained any untrue statement of a --- material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified to the extent corrected by subsequent filings with a subsequently filed SEC Document. The financial statements of the Company included in the SEC prior Documents (the "Company Financial Statements") ---------------------------- comply as to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents 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 applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its date at the dates thereof and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, shareholders' equity and cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to such exceptions normal, recurring audit adjustments). Except as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually SEC Documents or in the aggregateSchedule of Exceptions, or except as contemplated by this Agreement or on account of the transactions contemplated hereby, since September 30, 1998 there has not been any material adverse change in the results of operations, financial condition, assets, business or prospects of the Company and its subsidiaries taken as a DVN Material Adverse Effectwhole.

SEC Documents. DVN has (a) New York and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available to PZE London each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998they have so filed, each in the form (including exhibits and any amendments thereto) as filed with the SEC prior to the date hereof (collectively, the "DVN “New York Reports"”), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their its respective datesdate, the DVN Reports each New York Report (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as any statements in any New York Report that have been modified by subsequent filings an amendment to such report filed with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN New York Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of DVN New York and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of operations, cash flows and shareholders' changes in stockholders’ equity included in or incorporated by reference into the DVN New York Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' ’ equity, as the case may be, of DVN New York and its Subsidiaries (or such entities as indicated in such balance sheet) 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 SECSEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of New York and its Subsidiaries included in the most recent New York Report filed prior to the date of this Agreement that includes such a balance sheet, 1998including all notes thereto, as of the date hereof, neither DVN New York nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of New York or in the notes thereto prepared in accordance with GAAP consistently applied, other than current liabilities incurred in the ordinary course of business or liabilities or obligations disclosed in the DVN Reports or which would not havewhich, individually or in the aggregate, are not and are not reasonably likely to be material in nature. To the knowledge of the New York Parties, as of the date of this Agreement, none of the New York Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the New York Reports. There has been no material correspondence between the SEC and New York since January 1, 2010 through the date of this Agreement that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) Since January 1, 2010, the chief executive officer and chief financial officer of New York have made all certifications (without qualification or exceptions to the matters certified) required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the statements contained in any such certifications are complete and correct, and neither New York nor its officers have received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. New York maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning New York and its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is made known on a DVN Material Adverse Effecttimely basis to the individuals responsible for preparing the New York Reports and other public disclosure; and New York is otherwise in compliance in all material respects with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of the NYSE. New York has no knowledge of any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting or fraud, whether or not material, that involves management or other employees who have a significant role in New York’s internal controls. To the knowledge of the New York Parties, New York’s auditors and its chief executive officer and chief financial officer will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act in connection with the filing of New York’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. (c) New York and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither New York nor its Subsidiaries has, since January 1, 2010, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of New York. No loan or extension of credit is maintained by New York or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. DVN Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has made available to PZE each registration statementtimely filed all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1995 (collectively, the 31 "DVN Excel Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Excel Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Excel included in or incorporated by reference into the DVN Excel Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Excel and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Excel included in or incorporated by reference into the DVN Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Excel and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually therein or in the aggregatenotes thereto and except, a DVN Material Adverse Effectin the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. DVN The Company has made available to PZE Parent each registration statement, report, schedule, proxy statement or information statement (other than preliminary materials) filed by DVN the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Company Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, Act and the rules and regulations promulgated thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Company and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, cash flows and shareholderschanges in stockholders' equity of the Company included in or incorporated by reference into the DVN Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN the Company and its 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 SECSEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 1998, including all notes thereto, as of such date, neither DVN the Company nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Company Material Adverse Effect.

SEC Documents. DVN SAFLINK has made available to PZE each registration statementJotter a true and complete copy of SAFLINK's Form 10-K for the year ended December 31, 1999 and any other statement report, registration statement or definitive proxy statement or information statement (other than preliminary materials) filed by DVN SAFLINK with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior 2000 to the date hereof Effective Time (collectively, the "DVN ReportsSAFLINK SEC Documents"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied SAFLINK SEC Documents comply or will comply in all material respects with the then applicable accounting requirements of the Securities Exchange Act of 1934, as amended, or the Securities Act, and (ii) did not none of the SAFLINK SEC Documents contain or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereofextent corrected by a subsequently filed SAFLINK SEC Document. Each Without limiting the foregoing, each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) SAFLINK SEC Documents fairly presents in all material respects presented the consolidated financial position of DVN SAFLINK and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of operationsincome, stockholders' equity and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) SAFLINK SEC Documents fairly presents in all material respects presented the results of operations, stockholders' equity and cash flows or changes in stockholders' equity, as the case may be, of DVN SAFLINK and its Subsidiaries subsidiaries for the periods period set forth therein there (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q material and the absence of the SECcertain footnote disclosures), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN (a) Fred Meyer has delivered or made available to PZE Smith's true and comp▇▇▇▇ ▇▇▇▇▇s of each registration statement, reportpr▇▇▇ ▇▇ information statement, proxy statement or information statement (form, report and other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutessince January 1, regulations1996 (collectively, policies and rules since such timethe "Fred Meyer SEC Reports"). As of their respective dates, the DVN Reports Fred Me▇▇▇ S▇▇ ▇▇ports and any registration statements, reports, fo▇▇▇, ▇▇▇▇▇ or information statements and other documents filed by Fred Meyer with the SEC after the date of this Agreement (i) were prepared compli▇▇, o▇, ▇▇th respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Act and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. misleading. (b) Each of the consolidated balance sheets of Fred Meyer included in or incorporated by reference into the DVN Reports Fred M▇▇▇▇ ▇▇▇ ▇eports (including the related notes and schedules) fairly presents fairly, in all material respects respects, the consolidated financial position of DVN Fred Meyer and its consolidated Subsidiaries as of its date date, and each of the ea▇▇ ▇f ▇▇▇ consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Fred Meyer included in or incorporated by reference into the DVN Reports Fred M▇▇▇▇ ▇▇▇ ▇eports (including any related notes and schedules) fairly presents ▇▇▇▇e▇▇▇ ▇airly, in all material respects respects, the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Fred Meyer and its Subsidiaries for the periods set forth therein (subject▇▇▇▇e▇▇, in ▇n the case of unaudited statements, to such exceptions as may be permitted by Form 10normal year-Q of the SECend audit adjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN . (c) Neither Fred Meyer nor any of its Subsidiaries had has any liabilities or obligations of oblig▇▇▇▇n▇ ▇▇ any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than or reserved against in, a balance sheet of Fred Meyer or in the notes thereto, prepared in accordance with GAA▇ ▇▇n▇▇▇▇▇ntly applied, except for (i) liabilities or obligations disclosed that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Fred Meyer as of February 1, 1997 and (ii) liabilities or obligatio▇▇ ▇r▇▇▇▇▇ in the DVN Reports or ordinary course of business (including trade indebtedness) since February 1, 1997 which would not havenot, individually or in the aggregate, have a DVN Material Adverse Effect.

SEC Documents. DVN Patriot has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and ------------- documents with the SEC since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1995 (collectively, the "DVN Patriot SEC Reports"), ) all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Patriot SEC Reports were filed with the SEC in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Patriot since December 31, 1995 under the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeSecurities Laws. As of their respective dates, the DVN Patriot SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Patriot included in or incorporated by reference into the DVN Patriot SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Patriot and its the Patriot Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Patriot included in or incorporated by reference into the DVN Patriot SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Patriot and its the Patriot Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or which would not have, individually or in 15(d) of the aggregate, a DVN Material Adverse EffectExchange Act.

SEC Documents. DVN has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materialsa) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"), and DVN The Purchaser has filed all forms, reports and ------------- documents required to be filed by it with the SEC pursuant to relevant securities statutessince October 16, regulations1995 (collectively, policies and rules since such timethe "Purchaser Reports"). As of their respective dates, the DVN Purchaser Reports and any such reports, forms and other documents filed by the Purchaser with the SEC after the date of this Agreement (i) were prepared complied, or will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not not, or will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been modified by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date hereof. of this Agreement which was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement. (b) Each of the consolidated balance sheets included in or incorporated by reference into the DVN Purchaser Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN the Purchaser and its the Purchaser Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Purchaser Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN the Purchaser and its the Purchaser Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year- end audit adjustments that would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. DVN PHP has made available to PZE each registration statementfiled all required reports, reportschedules, proxy statement or information statement ------------- forms, statements and other documents with the Securities and Exchange Commission since April 30, 1996 (the "SEC Documents"). All of the SEC Documents --------------- (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Reports"material or material which was subsequently amended), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As as of their respective filing dates, the DVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with all applicable requirements of the then Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and, in each case, the rules and regulations promulgated thereunder applicable accounting requirements and (ii) did not contain to such SEC Documents. None of the SEC Documents, as of their respective dates, contained any untrue statement statements of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for to the extent such statementsstatements have been amended, if anymodified or superseded by later SEC Documents. PHP's consolidated financial statements included in the SEC Documents complied, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents form in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of DVN thereof and its Subsidiaries as of its date and each of the consolidated statements results of operations, operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to such exceptions as may normal recurring adjustments that would be permitted by Form 10-Q made in the course of the SECan audit and that would 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. Since December 31April 30, 19981997, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed no Material Adverse Change has occurred in the DVN Reports business, assets, liabilities, condition (financial or which would not have, individually other) or in the aggregate, a DVN Material Adverse Effectresults of operations of PHP.

SEC Documents. DVN has made available to PZE A complete list of Brad▇▇▇ ▇▇▇ filings, and each (A) registration statement, report(B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement statement, and (F) any other than preliminary materials) report filed by DVN with the SEC pursuant to the Exchange Act or the Securities Act (in all such cases, including all exhibits, amendments and supplements thereto) prepared by Brad▇▇▇ ▇▇ relating to either of their respective properties since January 1, 19981994, each are set forth in Section 6.7 of the Brad▇▇▇ ▇▇▇closure Letter, and copies of which, in the form (including exhibits and any amendments thereto) filed with the SEC prior SEC, have previously been provided or made available to the date hereof MDI or its counsel (collectively, the "DVN ReportsBrad▇▇▇ ▇▇▇orts"), . The Brad▇▇▇ ▇▇▇orts were filed with the SEC in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Brad▇▇▇ ▇▇▇er the SEC pursuant Securities Laws subsequent to relevant securities statutesJanuary 1, regulations, policies and rules since such time1994. As of their respective dates, the DVN Reports Brad▇▇▇ ▇▇▇orts (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included of Brad▇▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Brad▇▇▇ ▇▇▇orts (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN and its Subsidiaries Brad▇▇▇ ▇▇▇ the Brad▇▇▇ ▇▇▇sidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included of Brad▇▇▇ ▇▇▇luded in or incorporated by reference into the DVN Reports Brad▇▇▇ ▇▇▇orts (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN and its Subsidiaries Brad▇▇▇ ▇▇▇ the Brad▇▇▇ ▇▇▇sidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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 thereintherein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Since Except as and to the extent set forth on the consolidated balance sheet of Brad▇▇▇ ▇▇▇ the Brad▇▇▇ ▇▇▇sidiaries at December 31, 19981997, including all notes thereto, or as set forth in the Brad▇▇▇ ▇▇▇orts, neither DVN nor Brad▇▇▇ ▇▇▇ any of its Subsidiaries had the Brad▇▇▇ ▇▇▇sidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed reserved against in, a balance sheet of Brad▇▇▇ ▇▇ in the DVN Reports or which would not havenotes thereto, individually or prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the aggregateordinary course of business since such date and liabilities for expenses of attorneys, a DVN Material Adverse Effectaccountants and investment bankers incurred in connection with the Merger.

SEC Documents. DVN Buyer has made available to PZE Sellers each registration statement, report, proxy statement or information statement (other than preliminary materials) prepared and filed by DVN with the SEC Securities and Exchange Commission by it since January 1December 31, 19982003, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Buyer Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Buyer Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Buyer Reports (including the related notes and schedules) fairly presents presents, in all material respects respects, the consolidated financial position of DVN Buyer and its Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity included in or incorporated by reference into the DVN Buyer Reports (including any together with the related notes and schedules) fairly presents presents, in all material respects respects, the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Buyer and its Subsidiaries for the periods set forth therein (subject, subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SECamount 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. Since December 31Except as and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at September 30, 19982004, including all notes thereto, or as set forth in the Buyer Reports, neither DVN Buyer nor any of its Subsidiaries had has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in the DVN Reports or which would not havereserved against in, individually a balance sheet of Buyer or in the aggregatenotes thereto, a DVN Material Adverse Effectprepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. DVN (a) The Company has made available furnished to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC Investor prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (collectively, the "DVN ReportsForm 10-K"), and DVN has filed all formsother registration statements, reports and documents required to be proxy --------- statements filed by it the Company with the Securities and Exchange Commission ("Commission") on or after June 30, 1997 (the Form 10-K and such registration ------------ statements, reports and proxy statements, are collectively referred to herein as the "SEC pursuant to relevant securities statutesDocuments"). Each of the SEC Documents, regulationsas of the respective date ------------- thereof, policies did not, and rules since such time. As each of their respective datesthe registration statements, reports and proxy statements filed by the DVN Reports (i) were prepared in all material respects in accordance Company with the applicable requirements Commission after the date hereof and prior to the Closing will not, as of the Securities Actdate thereof, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except as may have been corrected in a subsequent SEC Document. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The Company has provided the Investor with its audited financial statements (the "Audited Financial Statements") for such the fiscal year ended June ---------------------------- 30, 1997 (the "Balance Sheet Date"). Since July 1, 1997 , the Company has duly ------------------ filed with the Commission all registration statements, if anyreports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as have been modified by subsequent filings with amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited ------------ consolidated financial statements of the Company included in the SEC Documents filed prior to the date hereof. Each of hereof fairly present, in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- (except as may be indicated in the consolidated balance sheets included in or incorporated by reference into the DVN Reports (including the related notes and schedules) fairly presents in all material respects thereto), the consolidated financial position of DVN the Company and its Subsidiaries consolidated subsidiaries as of its at the date thereof and each of the consolidated statements results of operations, their operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements, ). (c) Except as and to such exceptions as may be permitted by Form 10-Q of the SECextent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any Company has no material liabilities or obligations of any nature (whether accruedaccrued or unaccrued, absoluteliquidated or unliquidated, contingent secured or otherwise)unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than than: (i) liabilities or obligations disclosed incurred in the DVN Reports or ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practices, (ii) liabilities with respect to agreements to which would not havethe Investor is a party, and (iii) other Liabilities that either individually or in the aggregate, would not result in a DVN Material Adverse Effect.

SEC Documents. DVN 4.7.1. RG has made available to PZE furnished FMP each registration statement, report, proxy statement or information statement, including all exhibits thereto, prepared by it since September 23, 1993, including, without limitation, (a) its Annual Report on Form 10-K for its fiscal year ended December 31, 1996 (the "RG Balance Sheet Date"), which includes the consolidated balance sheet for RG as of such date (the "RG Balance Sheet") and (b) its proxy statement (other than preliminary materials) filed by DVN with the SEC since January 1for its annual meeting of stockholders held on May 7, 19981996, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC prior to Securities and Exchange Commission (the date hereof "SEC") and the items in (collectivelya) and (b), the "DVN RG Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN RG Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the respective rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each The 1996 and 1995 consolidated financial statements of the consolidated balance sheets RG included in or incorporated by reference into the DVN RG Reports (including the related notes and schedules) fairly presents present fairly, in all material respects respects, the consolidated financial position of DVN RG at December 31, 1996 and 1995, and the consolidated results of its operations and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, years then ended of RG in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance conformity with generally accepted accounting principles GAAP consistently applied during the periods involved. Except as and to the extent set forth on the RG Balance Sheet, except including all notes thereto, or as may be noted therein. Since December 31set forth in the RG Reports, 1998, neither DVN nor any of its Subsidiaries had any RG has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in the DVN Reports or which would not havereserved against in, individually a balance sheet of RG or in the aggregatenotes thereto, prepared in accordance with GAAP consistently applied, except liabilities arising in the ordinary course of business since such date. 4.7.2. The accounts and notes receivable reflected on the RG Balance Sheet as of the RG Balance Sheet Date or acquired thereafter by RG or its Subsidiaries arose in the ordinary course of business from bona fide transactions. None of such accounts or notes receivable reflects work-in-progress or goods not yet delivered. Such accounts and notes receivable are the 4.7.3. The inventory reflected on the RG Balance Sheet as of the RG Balance Sheet Date or acquired or manufactured since the RG Balance Sheet Date consists entirely of items saleable at regular prices or usable in the ordinary course of business of RG and its Subsidiaries, except for an immaterial quantity of defective or obsolete items that have been written off in the ordinary course of business since the RG Balance Sheet Date in a DVN Material Adverse Effectmanner consistent with GAAP applied on a consistent basis. There are no encumbrances on such inventory other than immaterial encumbrances.

SEC Documents. DVN (a) HEP has made available to PZE each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior or furnished to the date hereof (collectively, the "DVN Reports"), and DVN has filed Commission on a timely basis all forms, reports reports, schedules, statements and other documents required to be filed with or furnished to the Commission by it HEP on or after January 1, 2020 (all such documents filed or furnished, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “HEP SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeDocuments”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the DVN Reports (i) were prepared HEP SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and including, in each case, the rules and regulations thereunder promulgated thereunder, and complied in all material respects none of the HEP SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with the then applicable accounting requirements and (ii) did not contain respect to those disclosures that are amended), any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Reports misleading. (b) The financial statements (including the related notes and schedulesschedules thereto) included (or incorporated by reference) in the HEP SEC Documents (the “HEP Financial Statements”) (i) have been prepared in a manner consistent with the books and records of the applicable HEP Entities, (ii) have been prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Commission), (iii) comply as to form in all material respects with the published rules and regulations of the Commission with respect thereto and (iv) fairly presents present in all material respects the consolidated financial position of DVN and its Subsidiaries the applicable HEP Entities as of its date the dates thereof and each their respective consolidated results of the consolidated statements of operations, operations and cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to such exceptions normal and recurring year-end audit adjustments), all in accordance with GAAP and the applicable rules and regulations promulgated by the Commission. Since January 1, 2020, HEP has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may required by GAAP, Commission rule or policy or applicable Law. The books and records of the HEP Entities have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions. (c) HEP has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information relating to HEP, including its consolidated Subsidiaries, required to be permitted disclosed in its periodic and current reports under the Exchange Act is made known to its chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of HEP have evaluated the effectiveness of HEP’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable HEP SEC Document, that is a report on Form 10-Q K or Form 10-Q, or any amendment thereto, his or her conclusions about the effectiveness of the SEC), disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (d) HEP has established and maintains a system of internal control over financial reporting (as defined in each case Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of HEP’s financial reporting and the preparation of HEP’s financial statements for external purposes in accordance with generally accepted GAAP. HEP has disclosed, based on its most recent evaluation of HEP’s internal control over financial reporting prior to the date hereof, to HEP’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of HEP’s internal control over financial reporting which would reasonably be expected to adversely affect HEP’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in HEP’s internal control over financial reporting. (e) Since January 1, 2020, (i) none of the HEP Entities nor, to the Knowledge of HEP, any director, officer, employee, auditor, accountant or Representative of the HEP Entities has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting principles consistently applied during or auditing practices, procedures, methodologies or methods of any of the periods involvedHEP Entities or their respective internal accounting controls, except including any material complaint, allegation, assertion or claim that any of the HEP Entities has engaged in questionable accounting or auditing practices and (ii) no attorney representing the HEP Entities, whether or not employed by HEP or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by any of the HEP Entities or any of their respective officers, directors, employees or agents to the HEP General Partner or any committee thereof or to any director or officer of any of the HEP Entities. (f) There are no outstanding or unresolved comments in the comment letters received from the Commission staff with respect to the HEP SEC Documents. To the Knowledge of HEP, none of the HEP SEC Documents is subject to ongoing review or outstanding Commission comment or investigation. (g) No HEP Entity is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any HEP Entity on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as may be noted therein. Since December 31defined in Item 303(a) of Regulation S-K under the Exchange Act)), 1998where the result, neither DVN nor purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, HEP or any of its Subsidiaries had any liabilities in HEP’s or obligations such Subsidiary’s published financial statements or other HEP SEC Documents. (h) HEP is in compliance in all material respects with (i) the provisions of any nature the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (whether accruedii) the rules and regulations of the NYSE, absolutein each case, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effectthat are applicable to HEP.

SEC Documents. DVN Buyer has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and documents with the SEC since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1994 (collectively, the "DVN Buyer SEC Reports"), ) all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and DVN has filed constitute all forms, reports and documents required to be filed by it with Buyer since December 31, 1994 under the SEC pursuant to relevant securities statutes, regulations, policies and rules since such timeSecurities Laws. As of their respective dates, the DVN Buyer SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the DVN Buyer SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Buyer and its the Buyer Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of Buyer included in or incorporated by reference into the DVN Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN Buyer and its the Buyer Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or which would not have, individually or in 15(d) of the aggregate, a DVN Material Adverse EffectExchange Act.

SEC Documents. DVN Parent has made available to PZE the Company each ------------- registration statement, report, proxy statement or information statement (other than preliminary materials) filed by DVN Parent with the SEC since January 1September 30, 19981995, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "DVN Parent Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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. Each of the consolidated balance sheets included in or incorporated by reference into the DVN Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN Parent and its Subsidiaries as of its date and each of the consolidated statements of operationsincome, cash flows and shareholders' equity retained earnings included in or incorporated by reference into the DVN Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equityretained earnings, as the case may be, of DVN Parent and its 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 SECSEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31Except as and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 19981996, including all notes thereto, neither DVN Parent nor any of its Subsidiaries had has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be reflected on, other than liabilities or obligations disclosed in the DVN Reports or which would not havereserved against in, individually a balance sheet of Parent or in the aggregate, a DVN Material Adverse Effect.notes thereto prepared in accordance with generally accepted accounting principles consistently

SEC Documents. DVN ▇▇▇▇▇▇ has made available to PZE each registration statementfiled all required forms, report, proxy statement or information statement (other than preliminary materials) filed by DVN reports and ------------- documents with the SEC Securities and Exchange Commission ("SEC") since January 1December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof 1994 (collectively, the "DVN ▇▇▇▇▇▇ SEC Reports"), ) all of which were prepared in accordance with the applicable requirements of the Exchange Act and DVN has the Securities Act. The ▇▇▇▇▇▇ SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by it with ▇▇▇▇▇▇ since December 31, 1994 under the SEC pursuant to relevant securities statutesSecurities Act, regulations, policies the Exchange Act and the rules since such timeand regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the DVN ▇▇▇▇▇▇ SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances 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 hereofmisleading. Each of the consolidated balance sheets of ▇▇▇▇▇▇ included in or incorporated by reference into the DVN ▇▇▇▇▇▇ SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of DVN ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Subsidiaries as of its date and each of the consolidated statements of operationsincome, retained earnings and cash flows and shareholders' equity of ▇▇▇▇▇▇ included in or incorporated by reference into the DVN ▇▇▇▇▇▇ SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows or changes in stockholders' equityflows, as the case may be, of DVN ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may normal year-end audit adjustments which would not be permitted by Form 10-Q of the SECmaterial 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. Since December 31therein and except, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or which would not have, individually or in 15(d) of the aggregate, a DVN Material Adverse EffectExchange Act.

SEC Documents. DVN has made available to PZE As of their respective filing dates, each registration statement, report, proxy statement or information statement (and other than preliminary materials) filed by DVN with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filing filed with the SEC prior to the date hereof by Acquiror since March 31, 2002 (collectively, the "DVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the “Acquiror SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the DVN Reports (iDocuments”) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Exchange Act or the Securities Act, as applicable, and (ii) did not contain none of the Acquiror SEC Documents as of their respective filing dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified to the extent corrected by subsequent filings with the an Acquiror SEC Document filed subsequently (but prior to the date hereof). Each Except as set forth in any Acquiror SEC Document, the financial statements of Acquiror, including the notes thereto, included in the most recent annual report on Form 10-K and each subsequent quarterly report on Form 10-Q, in each case as amended, if applicable, included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the consolidated balance sheets included SEC with respect thereto as of their respective dates, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or incorporated by reference into any successor form under the DVN Reports Exchange Act), and (including the related notes and schedulesiii) present fairly presents in all material respects the consolidated financial position condition and results of DVN operations and its Subsidiaries cash flows of Acquiror as of its date the dates, and each of the consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth periods, indicated therein (subject, in the case of unaudited interim period financial statements, to such exceptions as may be permitted by Form 10normal recurring year-Q of the SECend audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which would not have, individually or in the aggregate, a DVN Material Adverse Effect.