Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed all reports required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each of the historical consolidated balance sheets (including the related notes) included in the Company SEC Documents fairly presents in all material respects the financial position of the Company and its consolidated Subsidiaries as of the date thereof, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements.

SEC Reports and Financial Statements. The Company (a) ARO has timely filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed by it with the SEC pursuant to since December 31, 1997 under the Exchange Act and Act, without regard to Rule 12b-25 under the Securities Act of 1933Exchange Act, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date time of their filing, collectively, the "Company ARO SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as As of their respective filing datesdates or, or if amended, as of the date of the last such amendment, ARO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the "2000 Form 10-K") and the quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (collectively, the "Form 10-Qs"), and all other forms, reports, schedules, statements and other documents required to be filed since January 1, 2001 under the Exchange Act, including, without limitation, any financial statements or schedules included therein (i) 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the historical consolidated balance sheets Exchange Act, as the case may be, and the applicable rules and regulations thereunder. The financial statements (including and the related notesnotes thereto collectively, the "Financial Statements") included in the Company SEC Documents fairly presents in all material respects the financial position of the Company and its consolidated Subsidiaries as of the date thereof, 2000 Form 10-K and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has Form 10-Qs have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted therein andmay be indicated in the notes thereto and subject, in the case of unaudited interim quarterly financial statements, subject to normal and recurring year-end adjustments adjustments) and except as permitted by Form 10-Q fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of ARO at the SEC. The books and records of dates thereof or for the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsperiods presented therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and there are posted on the SEC’s XXXXX website, true and complete copies of, all forms, reports and other documents required to be filed by it with the SEC pursuant to Company since January 1, 2004 under the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities “Exchange Act"”). (Such documents, since January 1, 1997 (as such documents have been amended since the date time of their filing, collectively, are collectively referred to in this Agreement as the "“Company SEC Documents"). .”) The Company SEC Documents Documents, at the time filed, (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (b) complied in all material respects with the applicable requirements of the historical Exchange Act; provided, however, that the preceding representations and warranties do not apply to any information, including but not limited to any financial information, in any Company SEC Document provided by, or at the direction of, the Buyer or any of the Buyer’s affiliates or their officers or employees; provided further, however, that for purposes of the foregoing proviso, the Company is not deemed an affiliate of the Buyer. The consolidated balance sheets (including financial statements of the related notes) Company included in the Company SEC Documents fairly presents (a) comply as to form in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated Subsidiaries as of the date thereofSEC with respect thereto, and the other related historical statements (including the related notesb) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP"“US Accounting Principles”) applied on a consistent basis during the periods involved, period involved (except as otherwise noted therein andis indicated in the notes thereto or, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books ) and records (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of the Company and its Subsidiaries have beenconsolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. Except as set forth in the financial statements included (or incorporated by reference) in the Company SEC Documents (including the notes thereto), and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent such financial statements, there are beingno material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto. Except as disclosed in Schedule 3(d) or in notes to the financial statements included (or incorporated by reference) in the Company SEC Documents, maintained, neither the Company nor any of its affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsthe notes thereto.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of all reports forms, reports, schedules, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 1996 under the Exchange Act or the Securities Act (as such documents have been amended since the date time of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 light of the circumstances under which they were made, not misleading. Each misleading and (b) complied in all material respects with the applicable requirements of the historical consolidated balance sheets (including Exchange Act and the related notes) Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Company SEC Documents fairly presents (the "Financial Statements") (i) have been prepared from, and are in all material respects accordance with, the financial position books and records of the Company and its consolidated Subsidiaries as of the date thereofSubsidiaries, and the other related historical statements (including the related notesii) included in the Company SEC Documents fairly present comply in all material respects with applicable accounting requirements and with the results of operations published rules and cash flows regulations of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow SEC with respect thereto, (including the related notesiii) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted therein and, may be indicated in the case notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of unaudited interim operations and cash flows (and changes in financial statementsposition, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records if any) of the Company and its consolidated Subsidiaries have been, as of the times and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsfor the periods referred to therein.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement, definitive proxy statement or other document filed by it World Heart with the SEC pursuant to the Securities and Exchange Act and the Securities Act of 1933, as amended Commission (the "SEC") or a Canadian provincial securities regulatory authority (the "Canadian Securities ActCommissions")) since October 8, since January 1, 1997 1996 (as such documents have been amended since the date time of their filing, collectivelyfiling been amended, the "Company SEC DocumentsWorld Heart Reports"). The Company , which include all the documents (other than preliminary material) that World Heart was required to file with the SEC Documents (a) were prepared or the Canadian Securities Commissions since such date, as of their respective dates, complied in accordance all material respects with the requirements of the Securities Act or the Exchange ActAct or applicable Canadian securities legislation (as such term is defined in National Instrument 14-101 issued by the Canadian Securities Commissions), as the case may be, and (b) as of their respective filing dates, or if amended, as the rules and regulations of the date SEC and the Canadian Securities Commissions thereunder applicable to such World Heart Reports. None of the last such amendment, did not contain World Heart Reports 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 therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. Each The financial statements of the historical consolidated balance sheets (including the related notes) World Heart included in the Company SEC Documents fairly presents World Heart reports comply as to form in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated Subsidiaries as of the date thereofSEC with respect thereto, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") Canadian GAAP applied on a consistent basis during the periods involved, involved (except as otherwise noted therein andmay be indicated in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q the Securities Act or the Exchange Act) and reconciled to U.S. GAAP and fairly present (subject in the case of the SEC. The books unaudited statements, to normal, recurring audit adjustments) the financial position of World Heart as at the dates thereof and records the results of the Company its operations and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementscash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Buyer has filed with the SEC, and has heretofore made available to the Shareholders true and complete copies of all reports forms, reports, schedules, statements and other documents required to be filed by it with since December 31, 1999 under the SEC pursuant to the Securities Exchange Act and of 1934 (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date time of their filing, collectively, the "Company Buyer SEC Documents"). The Company Buyer SEC Documents Documents, including without limitation any financial statements and schedules included therein, (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each of the historical consolidated balance sheets , and (including the related notesb) included in the Company SEC Documents fairly presents complied in all material respects with the financial position applicable requirements of the Company Exchange Act and its consolidated Subsidiaries the Securities Act, as of the date thereofcase may be, and the other related historical applicable rules and regulations of the SEC thereunder. The financial statements (including the related notes) of Buyer included in the Company Buyer SEC Documents fairly present comply as to form in all material respects with applicable accounting requirements and with the results of operations published rules and cash flows regulations of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted therein andmay be indicated in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books ) and records fairly present (subject, in the case of the Company unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Buyer and its Subsidiaries have been, consolidated subsidiaries as at the dates thereof and are being, maintained, in all material respects, in accordance with GAAP the consolidated results of their operations and any other applicable legal and accounting requirementscash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it the Company with the SEC pursuant since January 1, 1996 and prior to the Exchange Act date hereof (including exhibits and any amendments thereto) (as such documents have been amended prior to the date hereof, the "Company SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since ) and the date Exchange Act and the rules and regulations thereunder. None of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange ActReports, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, did not contain 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 therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available to the Parent true, accurate and complete copies of the historical consolidated balance sheets (including the related notes) included in all of the Company SEC Documents fairly presents Reports. The consolidated financial statements (including any notes and related schedules) of the Company and REI Barbados included in such reports comply as to form in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated Subsidiaries as of the date thereofSEC with respect thereto, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein andmay be indicated in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books ) and records fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries REI Barbados as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Neither the Company nor REI Barbados has any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company and REI Barbados as at January 3, 1999 (including the notes thereto), or (b) which (i) were incurred in the ordinary course of business after January 3, 1999 and consistent with past practices and which would not, individually or in the aggregate, have beena Company Material Adverse Effect, (ii) are disclosed or reflected in the Company SEC Reports filed after January 3, 1999 and prior to the date of this Agreement or (iii) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 1996, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and are beingREI Barbados has not filed, maintainedor been required to file, any form, report or other document with the SEC, in all material respectseach case, in accordance with GAAP pursuant to the Securities Act, the Exchange Act or the rules and any other applicable legal and accounting requirementsregulations thereunder.

SEC Reports and Financial Statements. The Company has filed all reports required to be filed by it with the SEC pursuant all forms, reports, schedules, exhibits and other documents that it has been required to file (the "Company SEC Reports"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since related SEC rules and regulations in effect on the date that it was filed with the SEC. None of their filing, collectively, the "Company SEC Documents"). The Reports, including any financial statements or schedules included or incorporated by reference in the Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange ActReports, as the case may becontained, and (b) as of their respective dates of filing dates(and, if amended or if amendedsuperseded by a filing prior to the date of this Agreement or the Closing Date, as of then on the date of the last such amendmentfiling), did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or incorporated by reference or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Each No Subsidiary is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the historical consolidated balance sheets (including the related notes) Company included in the Company SEC Documents fairly presents Reports complied as to form in all material respects with applicable accounting requirements and the relevant published rules and regulations of the SEC and present fairly, in conformity with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein), the consolidated financial position of the Company and its consolidated Subsidiaries as of the date thereof, dates indicated and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the their consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow then ended (including the related notes) included in the Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein andsubject, in the case of the unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q to the lack of the SEC. The books footnotes and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementspresentation items).

SEC Reports and Financial Statements. The Company has timely filed ------------------------------------ with the SEC, any applicable state securities authorities and any other Governmental Authority all reports forms and documents required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 1994 (as such collectively, the "Company Reports") and has heretofore made --------------- available to Parent and the Purchaser (i) its Annual Reports on Form 10-K for - the last five fiscal years, (ii) its Quarterly Reports on Form 10-Q for the -- periods ended March 31, 1999 and June 30, 1999, (iii) all proxy statements --- relating to meetings of stockholders of the Company since January 1, 1994 (in the form mailed to stockholders) and (iv) all other forms, reports and -- registration statements filed by the Company with the SEC since January 1, 1994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective). The documents have been amended since described in clauses (i)-(iv) above (whether filed before, on or after the date of their filing, collectively, hereof) are referred to in this Agreement collectively as the "Company SEC Documents"). The As of their respective dates, the --------------------- Company SEC Documents Reports (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (b) complied in all material respects with - the applicable requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the historical SEC thereunder. The consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents fairly presents have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustment and do not contain all material respects the financial position of the Company footnote disclosures required by GAAP) and its consolidated Subsidiaries as of the date thereof, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the respective periods or as of the respective dates set forth presented therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements.

SEC Reports and Financial Statements. The Company Purchaser has timely filed all reports required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act and the Securities Act of 1933since September 13, as amended 2000 (the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date of their filing, collectively, the "Company Purchaser SEC DocumentsReports"). The Company As of their respective dates, the Purchaser SEC Documents (a) were prepared Reports complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Reports. None of such Purchaser SEC Reports, as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each of the historical consolidated audited balance sheets (including of Purchaser and the related notes) audited statements of operations, stockholders equity and cash flows and unaudited interim financial statements included in the Company Purchaser SEC Documents fairly presents Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the date thereof, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows the changes in financial position of the Company Purchaser and its consolidated Subsidiaries for the respective periods or subsidiaries as of the respective dates or for the respective periods set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included , all in the Company SEC Documents has been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements.otherwise

SEC Reports and Financial Statements. The Since January 1, 1995, the Company has filed made all reports filings required to be filed made by it with the SEC pursuant to under the Exchange Act and any other securities laws applicable to the Securities Act of 1933, as amended (Company and is otherwise eligible to file a registration statement on Form S-3 covering the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements offering and sale of the Securities Act or Company Shares and the Exchange Act, as the case may be, and (b) as Debt Securities. As of their respective filing datesdates or, or if amended, as of the date of the last such amendment, the SEC Reports complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the SEC thereunder. As of their respective dates or, if amended, as of the date of such amendment, the SEC Reports 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 therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the historical consolidated balance sheets (including the related notes) Company included in the Company SEC Documents fairly presents Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 comply as to form in all material respects with applicable accounting requirements and the financial position published rules and regulations of the Company and its consolidated Subsidiaries as of the date thereofSEC with respect thereto, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") as stated in such financial statements applied on a consistent basis during the periods involvedperiod covered and fairly present, except in all material respects, the financial position of the Company as otherwise noted therein andof the date thereof and the results of operations and changes in financial position of the Company for the period then ended subject, in the case of unaudited interim financial statements, subject to notes and normal year-end adjustments and except as permitted by Form 10-Q audit adjustments, none of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, which shall be material in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsamount or effect.

SEC Reports and Financial Statements. The Except as disclosed on Schedule 2.1.5, the Company has filed with the Securities and Exchange Commission (the "SEC") all reports forms, reports, schedules, statements and other documents required to be filed by it with since December 31, 2001 under the SEC pursuant to the Securities Exchange Act and the Securities Act of 1933, as amended 1934 (the "Securities Exchange Act"), since January 1, 1997 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange ActSarbanes-Oxley Act of 2002 (the "XXXX") (xxxx of such forms, as the case may bereports, schedules, statements, and (b) as of their respective filing datesother documents, or if amended, as of to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an "Company SEC Document"). Each Company SEC Document, at the last such amendmenttime filed, (a) 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (b) complied in all material respects with the applicable requirements of the historical consolidated balance sheets (including Exchange Act, the related notes) Securities Act and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in the Company SEC Documents fairly presents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated Subsidiaries SEC with respect thereto as of the date thereoftheir respective dates, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted therein andmay be indicated in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books ) and records fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries have been, as at the dates thereof and are being, maintainedthe consolidated results of their operations and cash flows for the periods then ended (subject, in all material respectsthe case of the unaudited statements, in accordance with GAAP and any other applicable legal and accounting requirementsto normal, recurring audit adjustments).

SEC Reports and Financial Statements. The Company has filed heretofore delivered or made available to Parent complete and correct copies of all reports required to be and other filings filed by it the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended rules and regulations thereunder (the "Securities Exchange Act"), since January 1, 1997 ) during its past two fiscal years (such reports and other filings collectively referred to herein as such documents have been amended since the date of their filing, collectively, the "Company SEC DocumentsExchange Act Filings"). The Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as As of their respective filing dates, or if amended, as of the date of the last such amendment, Company Exchange Act Filings 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 therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the historical consolidated balance sheets (including the related notes) Company included in the Company SEC Documents Exchange Act Filings (i) were prepared from the books and records of the Company and its consolidated subsidiaries, (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly presents in all material respects the financial position of the Company and its consolidated Subsidiaries as of at the date thereof, dates thereof and the other related historical results of their operations and cash flows for the fiscal year ended October 31, 1996 and earlier years. The unaudited financial statements (including the related notes) included in the Company SEC Documents fairly present Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of the Company, (ii) were prepared in accordance with generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Company as at the dates thereof and the results of their operations and cash flows of the Company and its consolidated Subsidiaries (or changes in financial condition) for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statementsthen ended, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsadjustments described therein or in the notes or schedules thereto.

SEC Reports and Financial Statements. The Company A1 has filed delivered to C1 and C2 prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement (as declared effective and any posteffective amendments), definitive proxy statement and other document (together with all reports required amendments thereof and supplements thereto, except as provided above with respect to be registration statements) filed by it A1 or any other A1 Entity with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 1996 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor supplemented, the "Company A1 SEC DocumentsReports"), which are all the documents (other than preliminary material) that A1 or any other A1 Entity were required to file with the SEC since 34 23 such date. The Company As of their respective dates, the A1 SEC Documents Reports (ai) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each of The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the historical consolidated balance sheets (including the related notes, if any, thereto) included in the Company A1 SEC Documents fairly presents Reports (the "A1 Financial Statements") complied as to form in all material respects with the financial position published rules and regulations of the Company and its consolidated Subsidiaries as of the date thereofSEC with respect thereto, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted may be indicated therein and, or in the case of unaudited interim financial statements, subject to normal year-end adjustments notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC. The books ) and records fairly present (subject, in the case of the Company unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the A1 Entities taken as a whole)) the consolidated financial position of A1 and its Subsidiaries have beenconsolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.1.5 of the A1 Disclosure Letter, each Subsidiary and are being, maintained, Consolidated Non- Corporate Affiliate of A1 in existence on the date hereof is fully consolidated with A1 in the A1 Financial Statements for all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsperiods covered thereby.

SEC Reports and Financial Statements. The Company has filed with the SEC all reports forms and documents required to be filed by it with the SEC pursuant to the Exchange Act and since January 1, 1998 under the Securities Act of 1933, as amended (the "Securities Act")) and the Exchange Act and has heretofore made available to Holding (i) its Annual Reports on Form 10-K for the years ended December 31, 1999, 2000 and 2001 and (ii) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 1997 1999. The documents described in the preceding sentence (as such documents have been amended since whether filed before, on or after the date of their filing, collectively, hereof) are referred to in this Agreement collectively as the "Company SEC Documents"). The As of their respective dates, the Company SEC Documents (a) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (b) complied in all material respects with the applicable requirements of the historical Exchange Act and the Securities Act , as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. The consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents fairly presents in all material respects the financial position of the Company and its consolidated Subsidiaries as of the date thereof, and the other related historical statements (including the related notes) included in the Company SEC Documents fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the Company SEC Documents has have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and, in involved and fairly present the case consolidated financial position and the consolidated results of unaudited interim financial statements, subject to normal year-end adjustments operations and except as permitted by Form 10-Q of the SEC. The books and records cash flows of the Company and its consolidated Subsidiaries have been, as of and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsat the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Since December 21, 2006, the Company has timely filed with the Securities and Exchange Commission (“SEC”) all reports forms and documents required to be filed by it with (any such forms or documents filed since December 21, 2006 are collectively referred to as the “Company SEC pursuant to the Exchange Act and Documents”) under the Securities Act of 1933, as amended 1933 (the "“Securities Act"”) and the Securities Exchange Act of 1934 (the “Exchange Act”), since January 1, 1997 (as such documents have been amended since the date . As of their filing, collectivelyrespective dates, the "Company SEC Documents"). The Company SEC Documents (ai) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. Each misleading and (ii) complied as to form in all material respects with the applicable requirements of the historical Exchange Act and the Securities Act, as applicable, and the applicable rules and regulations of the SEC thereunder. The consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents fairly presents in all material respects the (such financial position of the Company and its consolidated Subsidiaries as of the date thereofstatements, and the other related historical statements (including the related notesnotes thereto, the “Financial Statements”) included have been prepared in accordance with GAAP applied on a consistent basis during the Company SEC Documents periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the respective periods or as of the respective dates set forth presented therein. Each of the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included in the The Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during contain the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records consolidated balance sheet of the Company dated as of and its Subsidiaries have beenas at December 31, 2006 (the “Balance Sheet”) and are beingthe consolidated statements of income, maintainedconsolidated statements of cash flow and consolidated statements of stockholders’ equity for the fiscal quarter ended December 31, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements2006.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it with the SEC pursuant to since March 31, 2015, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1997 (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The Company SEC Documents (a) were prepared in accordance with the requirements As of the Securities Act or the Exchange Actits respective date or, as the case may be, and (b) as of their respective filing dates, or if amended, as of the date of the last such amendment, each Company SEC Document (i) did not contain (or, with respect to Company SEC Documents filed after the date hereof, will not contain) any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and SOX as the case may be, the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, and the listing and corporate governance rules and regulations of NASDAQ. None of the Company’s Subsidiaries is, or at any time since March 31, 2015, has been, required to file any forms, reports or other documents with the SEC. Each of the historical consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents fairly presents (the “Company Financial Statements”) (i) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated Subsidiaries as of the date thereofSubsidiaries, and the other related historical statements (including the related notesii) included in the Company SEC Documents fairly present complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of and for the historical consolidated balance sheets and historical statements of operations and cash flow (including the related notes) included periods referred to in the Company SEC Documents has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and, in the case of unaudited interim financial statements, subject to normal year-end adjustments and except as permitted by Form 10-Q of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirementsFinancial Statements.