Common use of Commission Filings; Financial Statements Clause in Contracts

Commission Filings; Financial Statements. Taro is a reporting issuer under the securities laws of Alberta and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations of the TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has filed all reports and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the TSE and the Commissions. Taro has heretofore delivered to TAL copies of the Taro Commission Filings. As of the respective dates of their filing with the TSE or the Commissions, the Taro Commission Filings complied in all material respects with the applicable securities laws, the rules and regulations of the Commissions thereunder and the bylaws, rules and regulations of the TSE, and were true and complete in all material respects and did not contain any misrepresentation (as defined in the Securities Act (Alberta)). Each of the consolidated financial statements (including any related notes or schedules) included in the Taro Commission Filings was prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the TSE and the Commissions. Such consolidated financial statements fairly present the consolidated financial position of Taro as of the dates thereof and the results of operations, cash flows and changes in shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments on a basis comparable with past periods). As of the date hereof, Taro has no liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Taro Commission Filings, except (i) those incurred in the ordinary course of business consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.

Commission Filings; Financial Statements. Taro is a reporting issuer under the securities laws of Alberta and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations Section 3.8 of the TSETyler Disclosure Schedule lists all reports, being the only exchange upon which the Taro Common Shares are listed. Taro has filed all reports registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file Tyler has filed with the TSE Securities and Exchange Commission (the "Commission")under the Securities Act of 1933, as amended (the "Securities Act"), and the CommissionsExchange Act since October 1, 1995. Taro All reports, registration statements and other filings filed by Tyler with the Commission since October 1, 1995 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Tyler Commission Filings." Tyler has heretofore delivered to TAL provided the Company and the Shareholders true, correct and complete copies of the Taro Tyler Commission Filings. As of the respective dates of their filing with the TSE or the CommissionsCommission, the Taro Tyler Commission Filings complied in all material respects with the applicable securities lawsSecurities Act, the Exchange Act and the rules and regulations of the Commissions thereunder and the bylawsCommission promulgated thereunder, rules and regulations of the TSE, and were true and complete in all material respects and did not contain any misrepresentation (as defined untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the Securities Act (Alberta))circumstances under which they were made, not misleading. Each of the consolidated financial statements (including any related notes or schedules) included in or incorporated by reference into the Taro Tyler Commission Filings was ("Tyler Financial Statements") was, and each of the consolidated financial statements to be included in the Proxy Statement (as defined in Section 6.2) (except for those financial statements of the Company furnished by or on behalf of the Company or the Shareholder to Tyler specifically for use therein) will be, prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the TSE and the Commissions. Such consolidated financial statements fairly present the consolidated financial position of Taro as of the dates thereof and the results of operations, cash flows and changes in shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments on a basis comparable with past periods). As of the date hereof, Taro has no liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Taro Commission Filings, except (i) those incurred in the ordinary course of business consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.fairly

Commission Filings; Financial Statements. Taro is a reporting issuer under the securities laws of Alberta Since January 1, 1992, Weatherford and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations each of the TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has Weatxxxxxxx Xxxsidiaries have filed all reports reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the TSE Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the CommissionsSecurities Exchange Act of 1934, as amended (the "Exchange Act"). Taro All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Weatherford with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Weatxxxxxxx Xxxmission Filings". Weatherford has heretofore delivered to TAL Enterra copies of the Taro Commission Weatxxxxxxx Xxxmission Filings. As of the respective effectiveness dates declared by the Commission, in the case of their registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the TSE or Commission, in the Commissionscase of all other Weatherford Commission Filings, the Taro Weatxxxxxxx Commission Filings complied complied, and the Proxy Statement (as defined in Section 5.1) and the Registration Statement (as defined in Section 5.1) (except with respect to information concerning Enterra and the Enterra Subsidiaries furnished by or on behalf of Enterra to Weatherford specifically for use therein) will comply, in all material respects with the applicable securities lawsSecurities Act, the Exchange Act and the rules and regulations of the Commissions thereunder Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Weatherford and the bylawsWeatxxxxxxx Subsidiaries have been included in the Weatxxxxxxx Xxxmission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the TSE, and were true and complete in all material respects and did not contain any misrepresentation (as defined in the Securities Act (Alberta))Commission. Each of the audited consolidated financial statements (including including, without limitation, any related notes or schedules) included or incorporated by reference in the Taro Commission Weatxxxxxxx Xxxmission Filings was was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement and the Registration Statement (except for those financial statements of Enterra and the Enterra Subsidiaries furnished by or on behalf of Enterra to Weatherford specifically for use therein) will be, prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) ), and complied with fairly presents, or will fairly present, as the rules and regulations of the TSE and the Commissions. Such consolidated financial statements fairly present case may be, in all material respects, the consolidated financial position of Taro Weatherford and the Weatxxxxxxx Subsidiaries as of the dates thereof and the results statements of operationsincome, cash flows and changes in shareholdersstockholders' equity for the periods then ended (subject, in the case accordance with generally accepted accounting principles. Each of the unaudited interim financial statementsstatements included or incorporated by reference in the Weatxxxxxxx Xxxmission Filings was, and each of the unaudited consolidated financial statements to normal year-end audit adjustments be included or incorporated by reference in the Proxy Statement and the Registration Statement (except for those financial statements of Enterra and the Enterra Subsidiaries furnished by or on behalf of Enterra to Weatherford specifically for use therein) will be, prepared in a basis comparable manner consistent with past periods)the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Taro Weatherford has no material liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Taro Commission Weatxxxxxxx Xxxmission Filings, except (i) those liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.

Commission Filings; Financial Statements. Taro is a reporting issuer under the securities laws of Alberta Since January 1, 1992, Enterra and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations each of the TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has Enterra Subsidiaries have filed all reports reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the TSE Commission under the Securities Act and the CommissionsExchange Act. Taro All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to TAL copies Weatxxxxxxx xxxies of the Taro Enterra Commission Filings. As of the respective effectiveness dates declared by the Commission, in the case of their registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the TSE or Commission, in the Commissionscase of all other Enterra Commission Filings, the Taro Enterra Commission Filings complied complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, in all material respects with the applicable securities lawsSecurities Act, the Exchange Act and the rules and regulations of the Commissions thereunder Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra and the bylawsEnterra Subsidiaries have been included in the Enterra Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the TSE, and were true and complete in all material respects and did not contain any misrepresentation (as defined in the Securities Act (Alberta))Commission. Each of the audited consolidated financial statements (including including, without limitation, any related notes or schedules) included or incorporated by reference in the Taro Enterra Commission Filings was was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) ), and complied with fairly presents or will fairly present, as the rules and regulations of the TSE and the Commissions. Such consolidated financial statements fairly present case may be, in all material respects, the consolidated financial position of Taro Enterra and the Enterra Subsidiaries as of the dates thereof and the results statements of operationsincome, cash flows and changes in shareholdersstockholders' equity for the periods then ended (subject, in the case accordance with generally accepted accounting principles. Each of the unaudited interim financial statementsstatements included or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to normal year-end audit adjustments be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a basis comparable manner consistent with past periods)the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Taro Enterra has no material liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Taro Enterra Commission Filings, except (i) those liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.

Commission Filings; Financial Statements. Taro is a reporting issuer under the securities laws of Alberta Since August 31, 1991, Tristar and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations each of the TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has Tristar Subsidiaries have filed all reports reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the TSE Commission under the Securities Act and the CommissionsExchange Act. Taro All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Tristar with the Commission since August 31, 1991 through the Date Hereof, together with any amendments thereto, are sometimes collectively referred to as the "Tristar Commission Filings". Tristar has heretofore delivered to TAL Eurostar copies of the Taro Tristar Commission Filings. As of the respective dates of their filing with the TSE or Commission, except as otherwise disclosed in later filings with the CommissionsCommission, the Taro Tristar Commission Filings complied complied, and the Proxy Statement (as defined in Section 5.1) (except with respect to information concerning Eurostar and the Eurostar Subsidiaries furnished by or on behalf of Eurostar to Tristar specifically for use therein) will comply, in all material respects with the applicable securities lawsSecurities Act, the Exchange Act and the rules and regulations of the Commissions thereunder Commission promulgated thereunder, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Tristar and the bylawsTristar Subsidiaries have been included in the Tristar Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the TSECommission, and were true and complete in copies of all material respects and did not contain any misrepresentation (as defined in the Securities Act (Alberta))such contracts have been made available to Eurostar. Each of the consolidated financial statements (including any related notes or schedules) included in the Taro Tristar Commission Filings was prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) was, and complied with the rules and regulations each of the TSE and the Commissions. Such consolidated financial statements fairly present to be included in the consolidated Proxy Statement (except for those financial position statements of Taro as of the dates thereof Eurostar and the results Eurostar Subsidiaries furnished by or on behalf of operations, cash flows and changes in shareholders' equity Eurostar to Tristar specifically for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments on a basis comparable with past periodsuse therein). As of the date hereof, Taro has no liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Taro Commission Filings, except (i) those incurred in the ordinary course of business consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.