Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including 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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate).

SEC Reports and Financial Statements. The Company (and each Subsidiary of the Company, if applicable) has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, SEC all forms, reports, schedules, statements statements, exhibits and other documents required to be filed by it under since March 31, 2005, pursuant to the Exchange Act or the Securities Act of 1933(such forms, as amended (the "Securities Act")reports, and the Securities Exchange Act of 1934schedules, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness exhibits and the dates of mailingother documents, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) , are collectively referred to herein as the “Company SEC Documents”). The Company SEC Documents, as of their respective dates of filing (agiving effect to any subsequently filed amendments or supplements thereto), (x) 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 and (by) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. The audited consolidated financial statements and the unaudited interim consolidated quarterly financial statements (including the related notes) of the Company included in the Company SEC Reports Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filing, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (GAAP, except as may be indicated therein or in the notes thereto) thereto or, in the case of unaudited financial statements as permitted by Form 10-Q and Form 8-K of the SEC, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments adjustments), in all material respects, the consolidated financial position of the Company and any other adjustments described therein (which will not be material individually or in its consolidated Subsidiaries as of the aggregate)dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Buyer has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Seller and GST true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934on or after January 1, as amended (the "Exchange Act") 1995 (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company Buyer SEC Reports"). At the time of filing, the Company Buyer SEC Reports (including 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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company Buyer included in the Company Buyer SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company Buyer and its subsidiaries as of the dates thereof and the results of its their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate).

SEC Reports and Financial Statements. The Company has timely delivered to Harsco prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company with the Securities and Exchange Commission SEC since December 2, 1997 (as such documents have since the time of their filing been amended or supplemented, the "SECCompany SEC Reports"), and has heretofore made available to Buyer true and complete copies of, which are all forms, reports, schedules, statements and the documents (other documents than preliminary material) that the Company was required to be filed by it under file with the SEC since such date. As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act"), and or the Securities Exchange Act of 1934Act, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements may be, and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (aii) 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 misleading. The audited financial statements and unaudited interim financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act and the Exchange ActSEC with respect thereto, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and any other adjustments described therein (which will are not be material expected to be, individually or in the aggregate)., materially adverse to the Company) the financial position of the Company as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended. 3.06

SEC Reports and Financial Statements. The Company has timely Each form, report, schedule, effective registration statement and definitive proxy statement filed by Buyer with the Securities and Exchange Commission (the "SEC") since December 31, 2003 (as such documents have since the time of their filing been amended, the "Buyer SEC Reports"), and has heretofore made available to which include all the documents (other than preliminary material) that Buyer true and complete copies of, all forms, reports, schedules, statements and other documents was required to be filed by it under file with the SEC since such date, as of their respective dates, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the Securities Exchange Act rules and regulations of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since SEC thereunder applicable thereto. None of the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company Buyer SEC Reports (including any financial statements or schedules included therein) (a) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The financial statements of Buyer included in such reports comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the Securities Act and the Exchange ActSEC with respect thereto, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subjectthereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of the unaudited statements, to normal normal, recurring audit and year-end audit adjustments adjustments) the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 2003, Buyer has not incurred any other adjustments liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth in the consolidated financial statements of Buyer as at December 31, 2003 (including the notes thereto) (collectively, the "Buyer Financial Statements"), (ii) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (iii) as incurred after December 31, 2003 in the ordinary course of business and consistent with past practices, (iv) as described therein in the SEC Reports or (which will not be material v) as would not, individually or in the aggregate), have a material adverse effect.

SEC Reports and Financial Statements. The Company Parent has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, SEC all forms, reports, schedules, statements exhibits and other documents that it has been required to be filed by it under the Securities Act of 1933file (collectively, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelyincluding all exhibits thereto, the "Company Parent SEC Reports"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the related SEC rules and regulations in effect on the date that it was filed with the SEC. At None of the time of filingParent SEC Reports, the Company SEC Reports (including any financial statements or schedules included thereinor incorporated by reference in the Parent SEC Reports, contained, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing) (a) did not contain filed, 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 and (b) misleading. The consolidated financial statements of Parent included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and the applicable requirements relevant published rules and regulations of the Securities Act SEC and the Exchange Actpresent fairly, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance conformity with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in otherwise noted therein), the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof indicated and the their consolidated results of its operations and changes in financial position cash flows for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any to the lack of footnotes and other adjustments described therein (which will not be material individually or in the aggregatepresentation items).

SEC Reports and Financial Statements. The Company has timely Each form, report, schedule, registration statement and definitive proxy statement filed by AIMCO with the Securities and Exchange Commission (the "SEC")SEC since June 30, 1995, and has heretofore made available prior to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") date hereof (as such documents have been amended or supplemented since prior to the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelydate hereof, the "Company AIMCO SEC REPORTS"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the AIMCO SEC Reports"). At the time , as of filingtheir respective dates, the Company SEC Reports (including any financial statements contained or schedules included therein) (a) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of AIMCO and (b) complied its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements published rules and regulations of the Securities Act and the Exchange ActSEC with respect thereto, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments adjustments) the consolidated financial position of AIMCO and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1996, neither AIMCO nor any other adjustments described therein of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which will not be material are reflected on the consolidated balance sheet of AIMCO and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the AIMCO SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate), have a Material Adverse Effect on AIMCO. Since August 14, 1995, AIMCO has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of AIMCO has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of AIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. The Since January 1, 1995, the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements reports and other documents ("SEC Reports") with the SEC required to be filed by it under pursuant to the Securities Act of 1933, as amended (the "Securities Act"), federal securities laws and the Securities Exchange Act SEC rules and regulations thereunder. Copies of 1934, as amended (the "Exchange Act") (as all such documents SEC Reports have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, made available to ICS by the Company or are publicly available on XXXXX. None of such SEC Reports (including any financial statements or schedules included thereinas of their respective filing dates) (a) 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, except as the case may besubsequently disclosed. The audited and unaudited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes theretorelated notes) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments adjustments. Except as set forth in the SEC Reports and except as disclosed in Section 3.5 of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Reports, neither the Company nor any other adjustments described therein of its Subsidiaries had, and since such date neither the Company nor any of such Subsidiaries has incurred, any liabilities or obligations of any nature (which will not be material whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate), would be required to be disclosed in a balance sheet of the Company prepared in accordance with generally accepted accounted principles except liabilities incurred in the ordinary and usual course of business and consistent with past practice, liabilities incurred in connection with the transactions contemplated by this Agreement, and liabilities that would not reasonably be expected to have a Material Adverse Effect with respect to the Company.

SEC Reports and Financial Statements. The Company (a) Brushy has timely filed with the Securities and Exchange Commission (the "“SEC"), ”) all forms and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports and registration statements required to be filed by Brushy with the SEC. The documents described in the foregoing clauses (i)–(iii), in each case as such documents have been amended (whether filed prior to, on or supplemented since after the time date of this Agreement), are referred to in this Agreement collectively as the “Brushy SEC Documents.” As of their filing andrespective dates or, in if amended and publicly available prior to the case date of registration this Agreement, as of the date of such amendment with respect to those disclosures that are amended, the Brushy SEC Documents, including the financial statements and proxy statementsschedules provided therein or incorporated by reference therein, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (aA) 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 and (bB) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be. The audited consolidated financial statements , and unaudited interim consolidated financial statements (including the related notes) applicable rules and regulations of the Company included in SEC thereunder. None of Brushy’s Subsidiaries are subject to the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position periodic reporting requirements of the Company as of Exchange Act or are required to file any form, report or other document with the dates thereof and the results of its operations and changes in financial position for the periods then endedSEC, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any stock exchange or any other adjustments described therein (which will not be material individually or in the aggregate)comparable Governmental Entity.

SEC Reports and Financial Statements. (a) The Company has timely filed with previously delivered to the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Noteholder true and complete copies ofas filed with the SEC of its (i) Annual Report on Form l0-K for the fiscal year ended June 30, 2000, (ii) Quarterly Reports on Form 10-Q for the three months ended September 30, 2000, the six months ended December 31, 2000 and the nine months ended Marcx 00, 0000, (xxx) Xxxxy Statement relating to the Annual Meeting of Stockholders held on November 29, 2000, (iv) 2000 Annual Report to Stockholders and (v) all forms, reports, schedulesother reports (including current reports on Form 8-K), statements and other documents required to be registration statements filed by it under with the Securities Act of 1933SEC since June 30, as amended 2000 (the "Securities Act"), and the Securities Exchange Act of 1934, as amended items specified in subclauses (the "Exchange Act"i) through (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelyv) being referred to collectively as, the "Company SEC ReportsFilings"). At the time As of filingtheir respective dates, the Company SEC Reports (including any financial statements or schedules included therein) (a) Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notesnotes and schedules thereto) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and Filings present fairly present in all material respects the financial position of the Company as of the dates thereof and the condition, results of its operations and changes in financial position of the Company and its Subsidiaries on a consolidated basis as of the dates or for the periods then endedindicated therein in conformity with GAAP (except as otherwise indicated in such financial statements or the notes thereto), subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments consisting only of normal recurring accruals and any other adjustments described therein (to footnotes included in such interim financial statements which will do not be material individually or in the aggregate)comply with GAAP.

SEC Reports and Financial Statements. (a) The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered or made available to Buyer Parent a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under the Securities Act Company or any of 1933its Subsidiaries with the SEC since November 21, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") 1997 (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelybeen amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. At the time As of filingtheir respective dates, the Company SEC Reports (including any financial statements i) complied as to form in all material respects with the requirements of the Securities Act or schedules included therein) the Exchange Act, if applicable, as the case may be, and (aii) 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) of the Company included in the Company SEC Reports have been (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and any other adjustments described therein (which will are not be material expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position of the Company and its consolidated 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 4.5(a) of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company FEI has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Micrion true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (each of 1933such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement or filed subsequent to the date hereof, other than preliminary filings, is referred to as amended (the a "Securities ActFEI SEC Document"). Each FEI SEC Document, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since at the time of their filing filed complied and, in the case of registration statements and proxy statementsfuture filings, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including 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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company FEI included in the Company FEI SEC Reports Documents comply and, in the case of future filings, will 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, have been and, in the case of future filings, will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal year-normal, recurring year end audit adjustments adjustments) the consolidated financial position of FEI and any other adjustments described therein (which will not be material individually or in its subsidiaries as at the aggregate)dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has timely delivered to each Purchaser prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC"), and has heretofore made available ) pursuant to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1996 (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelybeen amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. At the time As of filingtheir respective dates, the Company SEC Reports (including any financial statements i) complied as to form in all material respects with the requirements of the Securities Act or schedules included therein) the Exchange Act, as the case may be, and (aii) 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) of the Company included in the Company SEC Reports have been (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis (GAAP, except as may be indicated therein or in the notes thereto) thereto and fairly present in all material respects the financial position except with respect to unaudited statements as permitted by Form 10-Q of the Company SEC, and, as of the respective dates thereof and the results of its operations and changes in financial position for the periods then endedthereof, fairly presented (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments adjustments) the consolidated financial position of the Company and any other adjustments described therein (which will not be material individually or in its consolidated subsidiaries as at the aggregate)respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

SEC Reports and Financial Statements. The Company has timely Each form, report, schedule, registration statement and definitive proxy statement filed by NHP with the Securities SEC since August 14, 1995 and Exchange Commission (prior to the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") date hereof (as such documents have been amended or supplemented since prior to the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelydate hereof, the "Company NHP SEC REPORTS"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the NHP SEC Reports"). At the time , as of filingtheir respective dates, the Company SEC Reports (including any financial statements contained or schedules included therein) (a) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. NHP has made available to AIMCO true, accurate and (b) complied complete copies of all of the NHP SEC Reports. The consolidated financial statements of NHP and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements published rules and regulations of the Securities Act and the Exchange ActSEC with respect thereto, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments adjustments) the consolidated financial position of NHP and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1996, neither NHP nor any other adjustments described therein of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which will not be material are reflected on the consolidated balance sheet of NHP and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the NHP SEC Reports filed after December 31, 1996, (iii) would not, individually or in the aggregate), have a Material Adverse Effect on NHP, or (iv) were incurred by the Mortgage Subsidiary or one of its wholly owned subsidiaries and with respect to which neither NHP nor any of its other subsidiaries will have any liability or obligation as of the Effective Time. Since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of NHP has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of NHP or any subsidiary of NHP.

SEC Reports and Financial Statements. (a) The Company has timely filed with previously delivered to the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Noteholder true and complete copies ofas filed with the SEC of its (i) Annual Report on Form l0-K for the fiscal year ended June 30, 2000, (ii) Quarterly Reports on Form 10-Q for the three months ended September 30, 2000, the six months ended December 31, 2000 and the nine months ended Xxxxx 00, 0000, (xxx) Proxy Statement relating to the Annual Meeting of Stockholders held on November 29, 2000, (iv) 2000 Annual Report to Stockholders and (v) all forms, reports, schedulesother reports (including current reports on Form 8-K), statements and other documents required to be registration statements filed by it under with the Securities Act of 1933SEC since June 30, as amended 2000 (the "Securities Act"), and the Securities Exchange Act of 1934, as amended items specified in subclauses (the "Exchange Act"i) through (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelyv) being referred to collectively as, the "Company SEC ReportsFilings"). At the time As of filingtheir respective dates, the Company SEC Reports (including any financial statements or schedules included therein) (a) Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notesnotes and schedules thereto) of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and Filings present fairly present in all material respects the financial position of the Company as of the dates thereof and the condition, results of its operations and changes in financial position of the Company and its Subsidiaries on a consolidated basis as of the dates or for the periods then endedindicated therein in conformity with GAAP (except as otherwise indicated in such financial statements or the notes thereto), subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments consisting only of normal recurring accruals and any other adjustments described therein (to footnotes included in such interim financial statements which will do not be material individually or in the aggregate)comply with GAAP.

SEC Reports and Financial Statements. The Each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has timely filed or any of its Subsidiaries with the Securities and Exchange Commission SEC since December 31, 1997 (as such documents have since the time of their filing been amended or supplemented, the "SECCOMPANY SEC REPORTS"), are all the documents (other than preliminary material) that the Company and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents its Subsidiaries were required to be filed by it under file with the SEC since such date. As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities ActSECURITIES ACT"), and or the Securities Exchange Act of 1934Act, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements may be, and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (aii) 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) of the Company included in the Company SEC Reports have been (the "COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and any other adjustments described therein (which will are not be material expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position of the Company and its consolidated 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 3.05 of the Company Disclosure Letter, each Significant Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has timely Since January 1, 1998, the Reporting Companies have filed all material forms, reports and documents with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents ) required to be filed by it under them pursuant to the Securities Act federal securities laws and the rules and regulations promulgated thereunder, and all such forms, reports and documents filed with the SEC have complied in all material respects with all applicable requirements of 1933the federal securities laws and the rules and regulations promulgated thereunder (such forms, reports and documents, together with any exhibits and any amendments thereto including any related financial statements and any information incorporated by reference therein are referred to as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC ReportsFILINGS"). At the time As of filingtheir respective dates, the Company SEC Reports (including any financial statements or schedules included therein) (a) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Attached as SCHEDULE 3.5 are the Company's most recent audited financial statements as well as the Company's most recent quarterly unaudited financial statements which has been reviewed by the Company's auditors in all material respects compliance with the applicable requirements SAS 71. Each of the Securities Act balance sheets, statements of operations, statements of equity and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company cash flow included in the Company SEC Reports have been Filings on or prior to the date hereof were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company Reporting Companies as of the dates thereof and the consolidated results of its operations and changes in financial position cash flows of the Reporting Companies for the periods then ended, ended (subject, in the case of the unaudited interim quarterly financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregateabsence of notes to such statements).

SEC Reports and Financial Statements. The Company Parent has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since May 25, 2002 under the Exchange Act, the Securities Act or the SOXA (each of 1933such forms, as amended (the "Securities Act")reports, schedules, statements, and other documents, to the Securities Exchange Act extent filed and publicly available before the date of 1934this Agreement, other than preliminary filings, is referred to as amended (the "Exchange Act") (as such documents have been amended or supplemented since a “Parent SEC Document”). Each Parent SEC Document, at the time of their filing andfiled, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Exchange ActSOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company Parent SEC Reports Documents (the “Parent Financial Statements”) 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 as of their respective dates, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and changes in financial position cash flows for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregateadjustments).

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since April 1, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC Reports"). At As of their respective dates or, if amended, as of the time date of filingthe last such amendment, the Company SEC Reports (including Reports, including, without limitation, any financial statements or schedules included therein) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company (including the related notesnotes thereto) of the Company included in the Company SEC Reports have been prepared from the books and records of the Company and its consolidated Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of at the dates thereof and the results of its operations and changes in financial position for the periods then ended, presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which were not and any other adjustments described therein (which will are not be material expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. The Company (a) Eternal has timely filed with the Securities SEC all forms and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2008 under the Securities Act of 1933Exchange Act, including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports and registration statements required to be filed by Eternal with the SEC since January 1, 2008. The documents described in the foregoing clauses (i)-(iii), in each case as amended (whether filed prior to, on or after the "Securities Act"date of this Agreement), are referred to in this Agreement collectively as the “Eternal SEC Documents.” As of their respective dates or, if amended and publicly available prior to the Securities Exchange Act date of 1934this Agreement, as amended (of the "Exchange Act") (as date of such documents have been amended or supplemented since amendment with respect to those disclosures that are amended, the time of their filing andEternal SEC Documents, in including the case of registration financial statements and proxy statementsschedules provided therein or incorporated by reference therein, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (ax) 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 and (by) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Securities Act, the Sxxxxxxx-Xxxxx Act and other applicable Laws as the case may be. The audited consolidated financial statements , and unaudited interim consolidated financial statements (including the related notes) applicable rules and regulations of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position thereunder. None of the Company as Subsidiaries of Eternal is subject to the periodic reporting requirements of the dates thereof and Exchange Act or required to file any form, report or other document with the results of its operations and changes in financial position for the periods then endedSEC, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any stock exchange or any other adjustments described therein (which will not be material individually or in the aggregate)comparable Governmental Entity.

SEC Reports and Financial Statements. The Company Republic has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer the Stockholders true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it since September 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company Republic SEC ReportsDocuments"). At The Republic SEC Documents, at the time of filingfiled, the Company SEC Reports (including 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company Republic included in the Company Republic SEC Reports Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments adjustments) in all material respects the consolidated financial position of Republic and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in the Republic SEC Documents and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, there are no material liabilities or obligations of any other adjustments described therein (which will not nature required by GAAP to be material set forth on a consolidated balance sheet of Republic and its Subsidiaries or in the notes thereto which, individually or in the aggregate), would have a Republic Material Adverse Effect.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents reports required to be filed by it under with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934since January 1, as amended (the "Exchange Act") 1994 (as such documents have been amended or supplemented since the time date of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC ReportsDocuments"). At the time of filing, the The Company SEC Reports (including any financial statements Documents, as of their respective filing dates, or schedules included therein) (a) if amended, as of the date of the last such amendment, did not contain 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The Company has delivered to Parent or the Purchaser the audited consolidated financial statements and unaudited interim consolidated financial statements balance sheet (including the related notes) of the Company and its Subsidiaries as of December 31, 1996 and the audited consolidated statements of operations and cash flow of the Company and its Subsidiaries for the period ended December 31, 1996 (collectively, the "1996 Financial Statements"). Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in Documents and the notes thereto) and 1996 Financial Statements fairly present presents in all material respects the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof thereof, and the other related statements (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements fairly present in all material respects the results of its operations and changes in financial position cash flows of the Company and its consolidated Subsidiaries for the respective periods then endedor as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flow (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements has been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate)adjustments.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer the Purchasers true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since April 30, 1998 under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC Reports"), each of which (except to the extent revised or superceded by a subsequently filed SEC Report) complied as to form in all material respects with the requirements of the Exchange Act. At As of their respective dates, or if amended, as of the time date of filingthe last such amendment, the Company SEC Reports (including any financial statements or schedules included therein) (a) did not contain any untrue statement of a material fact or omit fail 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 in which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included contained in the Company SEC Reports have been prepared in accordance conformity with generally accepted accounting principles Generally Accepted Accounting Principles consistently applied on a consistent basis (except as may be indicated therein or subject in the notes theretocase of unaudited interim financial statements, to normal year end adjustments) and as of the dates indicated, and for the periods then ended, present fairly present in all material respects the financial position and results of operations of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate)indicated.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission Borrower's Common Stock, $0.001 par value per share (the "SECCommon Stock"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it is registered under the Securities Act Section 12(g) of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Borrower is in compliance with its reporting and filing obligations under the Exchange Act. Borrower has made available to the Lenders (a) its annual reports to stockholders and its Annual Reports on Form 10-K for its last two fiscal years and (as such documents have been amended b) all of its Quarterly Reports on Form 10-Q and each other report, registration statement or supplemented definitive proxy statement filed with the Securities and Exchange Commission since the time beginning of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, such two fiscal years (collectively, the "Company SEC Reports"). At the time of filing, the Company The SEC Reports do not (including any financial statements or schedules included thereinas of their respective dates) (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 to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated and unaudited financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company Borrower included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein stated in such Financial Statements or in the notes thereto) and fairly present in all material respects the financial position of the Company Borrower and its consolidated subsidiaries as of the dates thereof and the results of its their operations and changes in financial position for the periods then ended, subject, . Except as disclosed by Borrower in the case SEC Reports or on Schedule 3.8, since the end of the unaudited interim financial statementsmost recent of such fiscal years, to normal year-end audit adjustments and any other adjustments described therein the Borrower's Knowledge, nothing has occurred, nor is there an existing condition, event or series of events which reasonably would be expected to have a material adverse effect on the business, operations, condition (which will not be material individually financial or in otherwise), property or prospects of Borrower or the aggregateability of Borrower carry out its obligations under this Agreement, the Notes or the Security Agreement ("Material Adverse Effect").

SEC Reports and Financial Statements. The (a) ScottishPower has delivered to the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under HoldCo, ScottishPower or any of their respective Subsidiaries with the Securities Act of 1933SEC since December 31, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") 1995 (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectivelybeen amended or supplemented, the "Company ScottishPower SEC Reports"), which are all the documents (other than preliminary materials) that HoldCo, ScottishPower and their respective Subsidiaries were required to file with the SEC since such date. At the time As of filingtheir respective dates, the Company ScottishPower SEC Reports (including any financial statements i) complied as to form in all material respects with the requirements of the Securities Act or schedules included therein) the Exchange Act, as the case may be, and (aii) 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notes, if any, thereto) of the Company included in the Company ScottishPower SEC Reports have been (the "ScottishPower Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and any other adjustments described therein (which will are not be material expected to be, individually or in the aggregate, materially adverse to HoldCo, ScottishPower and their respective Subsidiaries taken as a whole)) the consolidated financial position of ScottishPower and, in respect of periods ending after the Scheme Date, HoldCo and their respective consolidated 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 4.05 of the ScottishPower Disclosure Letter, each Subsidiary of ScottishPower and, after the Scheme Date, of Holdco is treated as a consolidated subsidiary of ScottishPower or HoldCo, as the case may be, in the ScottishPower Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed all forms, reports, statements, schedules and other documents (the “SEC Reports”) with the Securities and Exchange Commission (the "“SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents ”) required to be filed by it under pursuant to the federal securities laws and the SEC rules and regulations thereunder, except, solely with respect to SEC Reports required to be filed prior to January 1, 2003, where the failure to make any such filing would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Merger Sub copies of all such SEC Reports. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after the date hereof and prior to the Effective Time (the “Future SEC Reports”), (i) were and will be prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act published rules and regulations of 1934the SEC thereunder, each as amended (the "Exchange Act") (as applicable to such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports and such later filed Future SEC Reports and (including any financial statements or schedules included therein) (aii) did not and will not as of the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were and will be made, not misleading and (b) complied in all material respects misleading, except, solely with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company respect to SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may required to be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position filed prior to January 1, 2003, for the periods then endedany failure which would not, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate), have a Company Material Adverse Effect. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.

SEC Reports and Financial Statements. The (a) . (a) Except as described on Schedule 3.1.8, the Company has timely filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since January 1, 1996 (the "Company SEC Filings"), and each of which complied in all -------- * This amount includes 2,207,560 shares of Common Stock reserved for issuance in connection with stock options granted to Donald A. Wright, which Mr. Wright has heretofore made available agreed to Buyer true and complete copies of, cancel in exchange xxx xxx xxxxxxx followinx xxx Xxxxange. material respects with all forms, reports, schedules, statements and other documents required to be filed by it under applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (), each as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, effect on the dates such forms, reports and documents were filed. None of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports Filings (including as amended through the date hereof), including, without limitation, any financial statements or schedules included or incorporated by reference therein) , contained or incorporated by reference, when filed (a) did not contain or, in the case of filings amended by the Company, at such time as amended), any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) misleading. Except as described on Schedule 3.1.8, the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Filings complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements SEC with respect thereto (including the related notesfootnote disclosure) of the Company included and fairly present in the Company SEC Reports have been prepared all material respects, in accordance conformity with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and changes in financial position for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in to the aggregatefact that quarterly financial statements exclude certain footnotes required by GAAP).

SEC Reports and Financial Statements. The Company (a) Parent has timely filed with the Securities SEC all forms and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2004 under the Securities Act Exchange Act, including (A) its Annual Reports on Form 10-K, (B) its Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of 1933shareholders of Parent (in the form mailed to shareholders), and (D) all other forms, reports and registration statements required to be filed by Parent with the SEC since January 1, 2004. The documents described in clauses (A)-(D) above, in each case as amended (whether filed prior to, on or after the "Securities Act"date of this Agreement), are referred to in this Agreement collectively as the “Parent SEC Documents.” As of their respective dates or, if amended and publicly available prior to the Securities Exchange Act date of 1934this Agreement, as amended (of the "Exchange Act") (as date of such documents have been amended or supplemented since amendment with respect to those disclosures that are amended, the time of their filing andParent SEC Documents, in including the case of registration financial statements and proxy statementsschedules provided therein or incorporated by reference therein, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (ax) 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 and (by) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Securities Act, the Xxxxxxxx-Xxxxx Act and other applicable Laws as the case may be. The audited consolidated financial statements , and unaudited interim consolidated financial statements (including the related notes) applicable rules and regulations of the Company included in the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position thereunder. None of the Company as Subsidiaries of the dates thereof and Parent is subject to the results of its operations and changes in financial position for the periods then ended, subject, in the case periodic reporting requirements of the unaudited interim financial statementsExchange Act or required to file any form, to normal year-end audit adjustments and report or other document with the SEC, The New York Stock Exchange, any stock exchange or any other adjustments described therein (which will not be material individually or in the aggregate)comparable Governmental Entity.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since November 13, 1996 and prior to the date hereof, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") SEC's rules and regulations thereunder (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC ReportsDocuments"). At As of their respective dates or, if amended prior to the time date hereof, as of filingthe date of the last such amendment, the Company SEC Reports (including Documents, including, without limitation, any financial statements or schedules included therein) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 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 audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the period involved (except in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act and as may be otherwise indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments and any other adjustments described therein therein) the consolidated financial position and the consolidated results of operations and cash flows (which will not be material individually or and changes in financial position, if any) of the aggregate)Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

SEC Reports and Financial Statements. The Company has timely ------------------------------------ filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1999 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC Reports"). At As of their respective dates ------------------- or, if amended, as of the time date of filingthe last such amendment, the Company SEC Reports (including Reports, including, without limitation, any financial statements or schedules included therein) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company (including the related notesnotes thereto) of the Company included in the Company SEC Reports have been prepared from the books and records of the Company and its consolidated Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of at the dates thereof and the results of its operations and changes in financial position for the periods then ended, presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which were not and any other adjustments described therein (which will are not be material expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. (a) The Company previously has timely filed with delivered to Parent (except to the Securities extent such filings are publicly available on the SEC's XXXXX system) each registration statement, report, proxy statement or information statement, including all amendments and Exchange Commission supplements (the each a "SECCompany SEC Report"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be ) filed by it under the Company since January 1, 2002 pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (). The Company has filed with the SEC all Company SEC Reports required to be so filed under each of the Exchange Act, the Securities Act and the respective rules and regulations promulgated thereunder. Each such Company SEC Report, as such documents have been amended or supplemented since (if applicable), complied in all material respects, when filed, with all applicable requirements of the time appropriate act (including the applicable rules and regulations thereunder). As of their filing andrespective dates (or to the extent amended, supplemented or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"subsequent filing). At the time of filing, the Company SEC Reports (including 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. None of the Securities Act and Company Subsidiaries is required under the Exchange Act, as by contract or otherwise, to file any forms, reports, schedules, statements or other documents with the case may beSEC. The audited consolidated financial statements and unaudited interim consolidated financial statements (including Neither the related notes) SEC nor its staff has challenged, or alleged or asserted any deficiency in, the accuracy or appropriateness of any of the Company included in the Company SEC Reports Company's financial reporting or other disclosure, except for those challenges, allegations or assertions that have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate)resolved.

SEC Reports and Financial Statements. The Company Each of Parent and its Subsidiaries has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer Target Shareholders true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1997, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company Parent SEC ReportsDocuments"). At the time of filingThe Parent SEC Documents, the Company SEC Reports (including without limitation any financial statements or and schedules included therein) , at the time 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 and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company Parent included in the Company SEC Reports Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments adjustments) the consolidated financial position of Parent and any other adjustments described therein its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (which will not be material individually or changes in financial position prior to the aggregate)adoption of FASB 95) for the periods then ended.

SEC Reports and Financial Statements. The Company In connection with the issuance of the Shares, Plug hereby represents and warrants, as of the date hereof and as of each date on which Shares are issued, that: (i) it has timely filed or will have been filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, ) all forms, reports, schedules, statements and other documents required to be filed by it since October 28, 1999 under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended or supplemented since the time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "Company SEC ReportsDocuments"). At the time of filing; (ii) The SEC Documents, the Company SEC Reports (including without limitation any financial statements or and schedules included therein) , at the time filed (a) did not contain any untrue statement of a material fact or omit to state a material fact fact, which is material, required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. The audited consolidated , and the applicable rules and regulations of the SEC thereunder; and (iii) the financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company Plug included in the Company SEC Reports Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments adjustments) the consolidated financial position of Plug and any other adjustments described therein (which will not be material individually or in its consolidated subsidiaries as at the aggregate)dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Since January 1, 2004, the Company has timely filed or furnished all reports required to be filed or furnished by it with the United States Securities and Exchange Commission (the "“SEC"), ”) pursuant to the Exchange Act and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time date of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyfiling, collectively, the "“Company SEC Reports"Documents”). At the time of filing, the The Company SEC Reports (including any financial statements Documents, as of their respective filing dates, or schedules included therein) (a) if amended, as of the date of the last such amendment, did not not, to the Knowledge of the Company, 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 and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may bemisleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including the related notes) of the Company included in the Company SEC Reports have been prepared Documents fairly present in accordance all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in the aggregate).

SEC Reports and Financial Statements. The Company (a) American Eagle has timely filed with the Securities and Exchange Commission (the "“SEC"), ”) all forms and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports and registration statements required to be filed by American Eagle with the SEC. The documents described in the foregoing clauses (i)-(iii), in each case as such documents have been amended (whether filed prior to, on or supplemented since after the time date of this Agreement), are referred to in this Agreement collectively as the “American Eagle SEC Documents.” As of their filing andrespective dates or, in if amended and publicly available prior to the case date of registration this Agreement, as of the date of such amendment with respect to those disclosures that are amended, the American Eagle SEC Documents, including the financial statements and proxy statementsschedules provided therein or incorporated by reference therein, on the dates of effectiveness and the dates of mailing, respectively, collectively, the "Company SEC Reports"). At the time of filing, the Company SEC Reports (including any financial statements or schedules included therein) (aA) 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 and (bB) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Securities Act, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be. The audited consolidated financial statements , and unaudited interim consolidated financial statements (including the related notes) applicable rules and regulations of the Company included in SEC thereunder. American Eagle’s Subsidiary is not subject to the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position periodic reporting requirements of the Company as of Exchange Act or required to file any form, report or other document with the dates thereof and the results of its operations and changes in financial position for the periods then endedSEC, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any stock exchange or any other adjustments described therein (which will not be material individually or in the aggregate)comparable Governmental Entity.