Common use of Financial Statements; SEC Reports Clause in Contracts

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 28, 1996 (the "1996 Annual Report") and December 2731, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19March 31, July 12 1998, June 30, 1998 and October 4September 30, 1997 1998 (collectively, the "Quarterly Reports" and, together with the Annual ReportsReport, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders shareholders (whether annual or special) held or scheduled to be held since December 2831, 1996 1997 and (viv) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28September 30, 1996 1998 by the Company with the SEC. Since December 24January 1, 19921994, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and and, if applicable, the cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or of 1933, as amended (the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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."Securities Act"),

Financial Statements; SEC Reports. (a) Seller has previously furnished to Purchaser (i) audited balance sheets of the Company as of December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows of the Company for the periods then ended, together with the notes thereto and the report of Ernst & Young LLP thereon, (the audited balance sheet of the Company for the period ending December 31, 1995 is referred to herein as the "Balance Sheet") and (ii) an unaudited balance sheet of the Company as of June 30, 1996 (the "Interim Balance Sheet") and the related statement of income, retained earnings and cash flows of the Company for the period then ended (such financial statements described in clauses (i) and (ii) collectively, the "Financial Statements"). Each balance sheet included in the Financial Statements presents fairly in all material respects the financial position of the Company as of its respective date and each of the statements of income and retained earnings, and cash flows included in the Financial Statements presents fairly in all material respects the results of operations and cash flows of the Company for the periods set forth therein, in each case in accordance with GAAP, except as otherwise noted therein. (b) The Company has previously furnished Parent filed with the Securities and Sub with true Exchange Commission (the "SEC"), all forms and complete copies reports required to be filed by it since January 1, 1993 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has heretofore made available to Purchaser (i) its Annual Reports on Form 10-K for the fiscal years ended December 2831, 1996 (the "1996 Annual Report") 1993, December 31, 1994 and December 2731, 1997 (the "1997 Annual Report and1995, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SECrespectively, (ii) its Quarterly Reports on Form 10-Q for the quarters periods ended April 19March 31 and June 30, July 12 1996 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports"iii) all other forms and reports filed by the Company with the SECSEC since January 1, 1993. The documents described in clauses (iiii)-(iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries above are referred to in this Agreement collectively as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial StatementsCompany SEC Documents"), (iv) proxy statements relating to all . As of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992their respective dates, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended Documents (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by referencei) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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 misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder.

Financial Statements; SEC Reports. The Company has previously furnished made available to Parent and Merger Sub with true and complete copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 2831, 1996 2000 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports2001 Form 10-K") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 2831, 1996 2000 and (viii) each other registration statement, proxy or information statement statement, quarterly report on Form 10-Q or current report on Form 8-K filed since December 2831, 1996 2000 by the Company with the SECSEC (such items referenced in (i) through (iii) whether filed before, on or after the date of this Agreement, "SEC Reports"). For the purposes of this Agreement, the term "Filed SEC Reports" means only those SEC Reports filed and publicly available prior to the date of this Agreement. Since December 2431, 19922000, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933Act. Except as set forth in or amended by a subsequent Filed SEC Report, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the SEC Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") (except, in the case of interim unaudited financial statements, as permitted by Form statements which have been prepared in all material respects in accordance with Rule 10-Q01 of Regulation S-X) applied on a consistent basis except as noted therein, and present fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended, subject (in the case of interim unaudited financial statementsstatements which have been prepared in all material respects in accordance with Rule 10-01 of Regulation S-X) to normal year-end audit adjustments, and and, except as set forth in or amended by a subsequent Filed SEC Report, such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and SEC Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act Act, as applicable, and did not, on as of the date of effectiveness in the case of such a registration statementsstatement, on the date of mailing in the case of such proxy statements and on or the date of filing in the case of such any other SEC Reports, 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, except as set forth in or amended by a subsequent Filed SEC Report.

Financial Statements; SEC Reports. (a) The Company financial statements of Seal (including, without limitation, the audited financial statements for the year ended December 31, 1997 and the unaudited financial statements for the nine months ended September 30, 1998) delivered to Oakridge are true, complete and correct in all material respects and have been prepared in accordance with Seal's books and records. The audited financial statements of Seal are sometimes referred to herein as the "Seal Audited Financial Statements" and the unaudited financial statements are sometimes referred to herein as the "Seal Unaudited Financial Statements." The Seal Audited Financial Statements and Seal Unaudited Financial Statements are sometimes collectively referred to herein as the "Seal Financial Statements." All of the Seal Financial Statements together present fairly the financial position, results of operations and changes in financial position of Seal as at the dates and for the periods indicated thereon, and are in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, subject, in the case of the Seal Unaudited Financial Statements, to (i) the absence of certain notes, and (ii) normal year-end audit adjustments. Seal and its officers and agents have not made any illegal or improper payments to, or provided any illegal or improper benefit or inducement for, any governmental or other official, supplier, customer, or any other person, or attempted to influence any person to take or refrain from taking any action against Seal. (b) Seal heretofore has previously furnished Parent and Sub with delivered or made available to Oakridge true and complete copies of (i) its Annual Reports on Form 10-K KSB for the fiscal years ended December 2831, 1995, 1996 (the "1996 Annual Report") and December 271997, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SECrespectively, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) all proxy statements relating to all of the CompanySeal's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28June 13, 1996 1995, (iii) all other Forms 10-KSB and 10-QSB filed by it with the Securities and Exchange Commission (the "SEC") since June 13, 1995, and (viv) each other all amendments and supplements to all such reports and registration statement, proxy or information statement or current report on Form 8-K statements filed since December 28, 1996 by the Company Seal with the SECSEC (the documents referred to in clauses (i), (ii), (iii) and (iv) being hereinafter referred to as the "Seal Reports"). Since December 24, 1992As of their respective dates, the Company has Seal Reports complied in all material respects with its SEC filing obligations under the Exchange Act and all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) amended, and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case Securities Exchange Act of interim unaudited financial statements1934, as permitted by Form 10-Q) applied on a consistent basis except as noted thereinamended, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of promulgated thereunder (including without limitation, Regulation S-B with respect to the SEC. Each such registration statementSeal Financial Statements included therein), proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies (a) Attached hereto as Schedule 3.7 is a copy of (i) its Annual Reports on Form 10-K the unaudited ------------ consolidated balance sheet for the fiscal years ended December 28, 1996 Company (the "1996 Annual ReportBase Balance Sheet") and December 27as of June 30, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet 1998 and the unaudited consolidated statement of operations of for the Company and its Subsidiaries as at April 18for the twelve months ended June 30, 1998 and for (together with the 16 weeks ended April 18Base Balance Sheet, 1998, respectively (the "April 1998 Unaudited Financial Statements"), (iv) proxy each of which has been prepared in conformity in all material respects with generally accepted accounting principles. The audited financial statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to Company for the twelve months ended June 30, 1998, which shall be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 delivered by the Company to Buyer prior to the Closing, will not contain any adjustment to the Unaudited Financial Statements that would result in a Material Adverse Effect. (b) The Company has filed all required forms, reports and documents with the SEC. Since December 24, 1992SEC (collectively, the Company has "SEC Reports"), all of which were prepared in accordance with and complied in all material respects with its SEC filing obligations under the Exchange Act and applicable requirements of the Securities Act of 1933, as amended amended, and the Exchange Act. (c) None of the "Securities Act"). The SEC Reports, including, without limitation, any financial statements and related or schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted included therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects they were respectively filed with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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, therein not misleading and the balance sheets (including the related notes) included in light the SEC Reports fairly present the consolidated financial position of the circumstances under which they were madeCompany and its consolidated subsidiaries as of the respective dates thereof, not misleadingand the other related statements (including the related notes) included therein fairly present the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective fiscal periods set forth therein in accordance with generally accepted accounting principles applied on a consistent basis, except in the case of interim financial statements for normal recurring and certain non-recurring adjustments necessary for a fair presentation of the financial position and operating results of the Company and its consolidated subsidiaries for the interim periods.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28June 30, 1996 (the "1996 Annual Report") and December 27), June 30, 1997 (the "1997 Annual Report Report") and June 30, 1998 (the "1998 Annual Report" and, together with the 1996 Annual Report, the 1997 Annual Report, and the Form 10-Q as defined below, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports Report on Form 10-Q for the quarters three months ended April 19September 30, July 12 and October 4, 1997 1998 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "ReportsForm 10-Q") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet sheets and the unaudited consolidated statement statements of operations of the Company and its Subsidiaries as at April 18October 31, 1998, November 30, 1998 and for the 16 weeks months then ended April 18, 1998, respectively (the "April 1998 Monthly Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28June 30, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28June 30, 1996 by the Company with the SEC. Since December 24, the effective date of its initial public offering in 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Monthly Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by the rules and regulations applicable to Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub Purchaser with true and complete copies of (i) its Annual Reports on Form 10-K and Form 10-K/A for the fiscal years year ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the Securities and Exchange Commission (the "SEC"), (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19March 31, July 12 1998, June 28, 1998 and October 4September 27, 1997 1998 (collectively, the "Quarterly Reports" and, together with the Annual ReportsReport, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18of September 27, 1998 and for the 16 weeks nine (9) months ended April 18September 27, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 1997 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 1997 by the Company with the SEC. Since December 2428, 1992, 1997 the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements Financial Statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with (a) Schedule 3.4 hereto contains true and complete copies of (i) its Annual Reports the audited balance sheets of Seller at October 31, 2002 and 2003, and the related audited statements of income, shareholders' equity and cash flows for the years then ended (the "Audited Financial Statements"), and (ii) the unaudited balance sheet of Seller at October 31, 2004, (the "Interim Balance Sheet") and the related statement of income, for the year then ended (and quarterly balance sheets and income statements for the quarters ended January 31, April 30 and July 31, 2004, respectively,) including, where available, in each case, the notes thereto (the financial statements described in clause (i) and (ii) above are collectively referred to as the "Financial Statements"). (b) The Financial Statements fairly present, in all material respects, the financial condition of the Seller and the Business as of the dates indicated therein and the results of operations and changes in financial position of the Seller and the Business for the periods specified therein, have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods covered thereby and prior periods (except in each case as stated in the applicable footnotes or auditor's report and except, in the case of interim financial statements, for year end adjustments). (c) The Seller has no liabilities or obligations which would be required under GAAP to be reflected on a balance sheet of the Seller as of the date of this Agreement, except for liabilities and obligations (i) reflected or reserved against in the Interim Balance Sheet, (ii) incurred or arising in the ordinary course of business since October 31, 2004, (iii) incurred or arising other than in the ordinary course of business since October 31, 2004 and not, individually or in the aggregate, material, or (iv) described on Schedule 3.4(c). (d) As of their respective dates, Seller's annual reports on Form 10-K for the fiscal years ended December 28October 31, 1996 (the "1996 Annual Report") 2002 and December 272003, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports and all quarterly reports on Form 10-Q for the quarters ended April 19Q, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report reports on Form 8-K K, proxy statements and other forms and reports filed since December 28, 1996 by the Company with the SEC. Since December 24SEC since November 1, 19922002 (other than the financial statements (including the notes thereto) filed as a part thereof or incorporated by reference therein about which no representation is made hereby) (the "Seller SEC Documents"), in so far as they relate to the Company has Assets or the Business, complied in all material respects with its SEC filing obligations under the requirements of the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each SEC promulgated thereunder applicable to such registration statementSeller SEC Documents, proxy statement and Report was prepared in accordance with the requirements none of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, contain Seller SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact, in either case only in so far as such fact or omission relates to the Assets or the Business, 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. Seller has filed with the SEC all reports and forms required to be filed by Seller with the SEC since November 1, 2001.

Financial Statements; SEC Reports. (a) The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations following financial statements of the Company which have been previously furnished to the Buyer have been prepared from and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company are in accordance with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act books and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto records of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were and, except as set forth on SCHEDULE 3.6, have been prepared in accordance conformity with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) GAAP applied on a consistent basis except as noted thereinfor such periods using an accrual basis method, and fairly present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates thereof stated and the consolidated results of their operations of the Company for the periods then ended in accordance with such practices; the consolidated balance sheet of the Company as at September 30, 2001, and the related consolidated statement of operations and consolidated statement of cash flows for the periods year then ended, subject (in and the case consolidated balance sheet of interim unaudited financial statements) to normal yearthe Company as at and for the nine-end audit adjustmentsmonth period ended June 30, 2002, and such financial statements complied as the related consolidated statement of operations and consolidated statement of cash flows for the nine-month period then ended (the "Financial Statements"). (b) From January 1, 1999, through the quarter ended June 30, 2001, the Company filed all reports and statements, together with any amendment required to form as be made with respect thereto, that it was, required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q and Forms 8-K, and proxy statements, (ii) the NASD and (iii) any other regulatory authorities (except filings which are not material). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with applicable rules all of the statutes, rules, and regulations of enforced or promulgated by the SEC. Each such registration statement, proxy statement and Report was prepared in accordance authority with the requirements of the Securities Act or the Exchange Act which they were filed and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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 statement made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by the Internal Revenue Service and state and local taxing authorities, no federal, state or local governmental agency, commission or other entity has initiated any proceeding or, to the best knowledge of the Company, investigation into the business or operations of the Company within the past five (5) years.

Financial Statements; SEC Reports. (a) The Company has previously furnished Parent _________________________________ audited combined balance sheet of the Companies and Sub with true their Subsidiaries as of December 31, 1993 and complete copies December 31, 1994 and the related combined statements of (i) its Annual Reports on Form 10-K income and cash flows for each of the fiscal years ended December 2831, 1996 1993 and December 31, 1994 and the unaudited combined balance sheet of the Companies and their Subsidiaries as of September 30, 1995 (the "1996 Annual ReportUnaudited September Balance Sheet") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q related combined statement of income for the quarters nine months ended April 19September 30, July 12 and October 41995, 1997 (collectivelyrespectively, the "Quarterly Reports" andpreviously delivered to Buyer, together with the Annual Reportspresent fairly, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under respects, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, and fairly present in all material respects the consolidated combined financial position of the Company Companies and its consolidated their Subsidiaries as of the dates thereof and the consolidated combined results of operations of the Companies and their operations and cash flows Subsidiaries for the periods then ended, ended in conformity with GAAP consistently applied (subject (in the case of interim unaudited financial statements) to normal year-end audit adjustmentsadjustments in the case of the unaudited interim financial statements). (b) The audited balance sheets of the Companies and their Subsidiaries as of December 31, 1994, and such financial the related statements complied as to form as of operations and statements of cash flows for the year then ended, and their respective dates Annual Statements for the fiscal year ended December 31, 1994 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the "Regulators"), copies of which have been delivered to Buyer, fairly present in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case their respective statutory financial conditions as of such registration statements, on date and the date results of mailing in their respective operations for the case of such proxy statements and on the date of filing in the case of such Reports, 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.year then ended in

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (a) Except (i) its Annual Reports as disclosed on Form 10-K for Section 3.7(a) of the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SECDisclosure Schedule, (ii) its Quarterly Reports for the delay in the filing of the 2000 10-K and (iii) for the delay in the filing of the Seller's quarterly report on Form 10-Q for its fiscal quarter ending March 31, 2001, the quarters Seller has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") from January 27, 2000 through the Execution Date (collectively, and specifically including the 2000 10-K, the "SEC Reports"). The Seller has delivered to the Buyer a stand-alone balance sheet as of the 2000 Fiscal Year End and an income statement for the fiscal year ended April 19December 30, July 12 2000 for XX Xxxxxx, copies of which are attached hereto as Exhibit F (the "GB Canada Stand-Alone Financials"). The financial statements contained in the SEC Reports (or incorporated therein by reference), and October 4, 1997 the 2000 Audited Financial Statements (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), were prepared in accordance with GAAP consistently applied throughout the periods specified therein (except, in the case of the unaudited interim consolidated financial statements, as may be permitted under Form 10-Q of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), are correct and complete in all material respects, present fairly, in all material respects, the financial condition of the Seller and its Subsidiaries as of such dates and the results of operations of the Seller and its Subsidiaries for such periods specified therein and are consistent with the books and records of the Seller and its Subsidiaries. The unaudited interim consolidated financial statements should be read in conjunction with the 2000 Audited Financial Statements contained in the 2000 10-K. The unaudited interim consolidated financial statements were prepared in accordance with the requirements of the Exchange Act, except for the inclusion of footnotes. In the opinion of the Seller, the unaudited interim consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows of the Seller and its Subsidiaries, for the periods indicated. The GB Canada Stand-Alone Financials are unaudited, do not contain footnotes, and in relation to the 2000 Audited Financial Statements taken as whole: (i) are prepared in accordance with the Seller's historic practice for their inclusion in the 2000 Audited Financial Statements; (ii) are in accordance with GAAP; (iii) are fairly presented in all material respects; and (iv) proxy statements relating to all are consistent with the books and records of the Seller and its Subsidiaries. The Execution Date Schedule of Liabilities is attached as Exhibit C-1 and reflects liabilities recorded in the books and records of the Seller and its Subsidiaries which have been determined in accordance with the Company's meetings standard practices subject to the adjustments included in Exhibit C-1. The Closing Date Schedule of stockholders (whether annual or special) held or scheduled to Liabilities will be held since December 28, 1996 in the same form as the Execution Date Schedule of Liabilities and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company it will be prepared in accordance with the SEC. Since December 24procedures specified in Exhibit E. (b) On the date of filing thereof, 1992, the Company has each SEC Report complied in all material respects with its SEC filing obligations under the then applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) , and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance SEC promulgated thereunder (other than with respect to the requirements failure of the Securities Act or Seller to timely file (i) the Exchange Act 2000 10-K and (ii) the Seller's quarterly report on Form 10-Q for its fiscal quarter ending March 31, 2001) and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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. None of the Seller's Subsidiaries is required to file any statements or reports with the SEC. As of their respective dates, all reports and statements filed by the Seller with the SEC prior to the Closing Date will comply in all material respects with the then applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC promulgated thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The consolidated financial statements of the Seller to be included in such reports and statements will be prepared in accordance with GAAP consistently applied throughout the periods specified therein and will be correct and complete in all material respects, will present fairly the financial condition of the Seller and its Subsidiaries as of such dates and the results of operations of the Seller and its Subsidiaries for such periods and will be consistent with the books and records of the Seller and its Subsidiaries.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K Attached hereto as Schedule 4.01(e) are (A) the audited financial statements of CHC International, Inc. for the three fiscal years ended December 28November 30, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC1997, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iiiB) the unaudited consolidated balance sheet and statements of income (excluding footnotes) of CRC as, of and for the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18fiscal year ended November 30, 1998 and (C) the Initial November 30 Balance Sheet for the 16 weeks ended April 18Acquired Businesses (collectively, 1998, respectively (the "April 1998 CRC Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 CRC Financial Statements were (including the notes thereto, to the extent not excluded therefrom) have been prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) GAAP applied on a consistent basis during the periods involved (except as noted thereinmay be indicated therein or in the notes thereto), and except that the selection of categories of assets and liabilities included in the Initial November 30 Balance Sheet may not be made in accordance with GAAP and fairly present (subject to normal, recurring year-end audit adjustments which are not expected to be, individually or in all material respects the aggregate, materially adverse to the entities and businesses to which they relate) the consolidated financial position of the Company entities and its consolidated Subsidiaries businesses, as the case may be, as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject (. Each CRC Acquired Subsidiary is treated as a consolidated subsidiary of CRC in the case CRC Financial Statements. (ii) Other than LCC, none of interim unaudited financial statements) CRC or the CRC Acquired Subsidiaries files or is required to normal year-end audit adjustmentsfile any reports, or registration statements with the SEC. CRC delivered to JEI prior to the execution of this Agreement a true, correct, and complete copy (exclusive of schedules or exhibits) of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by LCC with the SEC since January 1, 1996 (as such financial documents have since the time of their filing been amended or supplemented, the "LCC SEC Reports"), which are all the documents (other than preliminary material) that LCC was required to file with the SEC since such date. As of their respective dates, to CRC's knowledge the LCC SEC Reports (consisting of periodic reports on Forms 10-K, 10-Q and 8-K filed under the Exchange Act and registration statements filed under the Securities Act and/or the Exchange Act) (i) complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did notAct, on the date of effectiveness in as the case of such registration statementsmay be, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the LCC SEC Reports 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 GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to LCC) the financial position of LCC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended.

Financial Statements; SEC Reports. (a) The Company has previously furnished Parent prepared, or caused to be prepared, and Sub with true made available to the Purchaser and complete copies its agents and representatives the audited consolidated financial statements of the Company (iincluding the balance sheet and the related statements of income and cash flows) its Annual Reports on Form 10-K as of and for each of the fiscal years twelve month periods ended December 2831, 1996 1998, 1997, 1996, respectively (the "1996 Annual ReportAudited Company Financial Statements"), and unaudited condensed consolidated financial statements of the Company (including the balance sheet and the related statements of income and cash flows) as of and December 27for the six month period ended June 30, 1997 1999 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Unaudited Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly ReportsFinancial Statements" and, together with the Annual ReportsAudited Financial Statements, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992Except as set forth therein, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were (i) have been prepared in accordance with generally accepted accounting principles the books and records of the Company, (except, ii) have been prepared in the case of interim unaudited financial statements, as permitted by Form 10-Q) accordance with GAAP applied on a consistent basis throughout the periods indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of the notes required by GAAP), and (iii) present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Company Subsidiaries as noted of the respective dates and during the respective periods indicated therein, subject in the case of the Unaudited Company Financial Statements to normal recurring year-end adjustments, which would not be material in amount. The balance sheet of the Company as of June 30, 1999 shall be referred to herein as the "Current Balance Sheet" and fairly present the date thereof shall be referred to herein as the "Balance Sheet Date." (b) Except as set forth on Section 4.7 of the Company Disclosure Schedule and except for the transactions contemplated by this Agreement: (a) the Company's Registration Statement on Form S-4, Amendment No. 1 (File No. 333-78569) ("Form S-4"), filed with the SEC on August 30, 1999 complied, and if it is declared effective prior to the Closing Date, will comply, at the time it is declared effective, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or and (b) the Exchange Act and Form S-4 did notnot contain, on at the date of effectiveness in time it was filed and, if it is declared effective prior to the case of such registration statementsClosing Date, on will not contain at the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reportstime it is declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading.

Financial Statements; SEC Reports. (a) The Company financial statements of Seal (including, without limitation, the audited financial statements for the year ended December 31, 1997 and the unaudited financial statements for the nine months ended September 30, 1998) delivered to Oakridge are true, complete and correct in all material respects and have been prepared in accordance with Seal's books and records. The audited financial statements of Seal are sometimes referred to herein as the "Seal Audited Financial Statements" and the unaudited financial statements are sometimes referred to herein as the "Seal Unaudited Financial Statements." The Seal Audited Financial Statements and Seal Unaudited Financial Statements are sometimes collectively referred to herein as the "Seal Financial Statements." All of the Seal Financial Statements together present fairly the financial position, results of operations and changes in financial position of Seal as at the dates and for the periods indicated thereon, and are in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, subject, in the case of the Seal Unaudited Financial Statements, to (i) the absence of certain notes, and (ii) normal year-end audit adjustments. Seal and its officers and agents have not made any illegal or improper payments to, or provided any illegal or improper benefit or inducement for, any governmental or other official, supplier, customer, or any other person, or attempted to influence any person to take or refrain from taking any action against Seal. (b) Seal heretofore has previously furnished Parent and Sub with delivered or made available to Oakridge true and complete copies of (i) its Annual Reports on Form 10-K KSB for the fiscal years ended December 2831, 1995, 1996 (the "1996 Annual Report") and December 271997, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SECrespectively, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) all proxy statements relating to all of the CompanySeal's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28June 13, 1996 1995, (iii) all other Forms 10BKSB and 10BQSB filed by it with the Securities and Exchange Commission (the ASEC@) since June 13, 1995, and (viv) each other all amendments and supplements to all such reports and registration statement, proxy or information statement or current report on Form 8-K statements filed since December 28, 1996 by the Company Seal with the SECSEC (the documents referred to in clauses (i), (ii), (iii) and (iv) being hereinafter referred to as the "Seal Reports"). Since December 24, 1992As of their respective dates, the Company has Seal Reports complied in all material respects with its SEC filing obligations under the Exchange Act and all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) amended, and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case Securities Exchange Act of interim unaudited financial statements1934, as permitted by Form 10-Q) applied on a consistent basis except as noted thereinamended, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of promulgated thereunder (including without limitation, Regulation SBB with respect to the SEC. Each such registration statementSeal Financial Statements included therein), proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company has following financial statements of Seller, which have been previously furnished Parent to Buyer or its authorized representatives by Seller, have been prepared from and Sub are in accordance with true the books and complete copies records of (i) its Annual Reports Seller and, except as set forth on Form 10-K Schedule 4.2(c), have been prepared in conformity with GAAP applied on a consistent basis for such periods using an accrual basis method, and fairly present, in all material respects, the financial condition of Seller as of the dates stated and the results of operations of Seller for the fiscal years periods then ended December 28in accordance with such practices: the consolidated balance sheet of Seller as at September 30, 1996 (2000, and the "1996 Annual Report") related consolidated statement of operations and December 27consolidated statement of cash flows for the year then ended, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed which have been examined by and accompanied by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 reports of Arthur Andersen (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Audited Financial Statements"), xxx xxx consolidated balance sheet of Seller as at and for the nine-month period ended June 30, 2001, and the related consolidated statement of operations and consolidated statement of cash flows for the nine-month period then ended (ivthe "2001 Financial Statements") proxy statements relating (the Audited Financial Statements and 2001 Financial Statements are hereinafter sometimes collectively referred to as the "Financial Statements"). Seller has filed all of required forms, reports and documents with the Company's meetings of stockholders (whether annual or special) held or scheduled Securities and Exchange Commission required to be held since December 28, 1996 and filed by it during the past two (v2) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and years pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) , and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case Securities Exchange Act of interim unaudited financial statements1934, as permitted by Form 10-Q) applied on a consistent basis except as noted thereinamended (the "Exchange Act"), and fairly present in the rules and regulations promulgated thereunder, all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements which have complied as to form as of their respective dates in all material respects with the applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or and the Exchange Act Act, respectively, and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements rules and on the date of filing in the case of such Reports, 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 misleadingregulations.

Financial Statements; SEC Reports. The consolidated balance sheet of the Company and the Subsidiaries as of May 1995 and 1994, and the consolidated statement of income for the twelve months ended May 28, 1995, May 27, 1994 and May 30, 1993 relating thereto (for purposes of this Agreement, all references to such balance sheets and statements of income shall include, with respect to financial statements as of or for the twelve months ended May 28, 1995, May 29, 1994 and May 30, 1993, reference to the notes thereto), copies of which have been delivered by the Seller to the Purchaser, have been prepared in conformity with GAAP consistently applied and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at such dates and the results of their operations for such periods in accordance with GAAP. The consolidated balance sheet of the Company and the Subsidiaries as of August 1995, and the related consolidated and consolidating statement of income for the three-month period ended August 27, 1995, together with the notes thereto, copies of which have been delivered by the Seller to the Purchaser, have been prepared (except for normal year-end closing and audit adjustments) in conformity with GAAP consistently applied and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at such date and the results of their operations for such period in accordance with GAAP. The Seller has previously furnished Parent filed with the Securities and Sub Exchange Commission (the "SEC") all forms, reports and documents required to be so filed since May 31, 1993. The Seller has made available to the Purchaser, in the form filed with true and complete the SEC, copies of (i) its the Seller's Annual Reports on Form 10-K for the fiscal years ended December 28May 31, 1996 (the "1996 Annual Report") 1995, 1994 and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC1993, (ii) its Quarterly Reports on Form 10-Q for all proxy statements relating to meetings of the quarters ended April 19Seller's stockholders which have been held since May 31, July 12 1993, in the form distributed to the Seller's stockholders and October 4(iii) all other reports or registration statements filed by the Seller with the SEC since May 31, 1997 1993 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "SEC Reports") filed by the Company with the SEC). The SEC Reports were prepared, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects respects, in accordance with its SEC filing obligations under the Exchange Act and all 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"). The financial statements and related schedules and notes thereto As of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, and fairly present in all material respects the consolidated financial position respective dates of the Company and its consolidated Subsidiaries as SEC Reports, none of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, contain SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December September 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the Securities and Exchange Commission (the "SEC"), (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19December 28, July 12 1996, March 29, 1997 and October 4June 28, 1997 (collectively, the "Quarterly Reports" and, together with the Annual ReportsReport, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders shareholders (whether annual or special) held or scheduled to be held since December September 28, 1996 and (viv) each other registration statement, proxy or information statement or current report on Form 8-K filed since December September 28, 1996 by the Company with the SEC. Since December 24September 1, 19921993, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. (a) The Company Purchaser has previously furnished Parent and Sub with true and complete delivered to the Seller copies of (i) its Annual Reports on Form 10-K the audited consolidated balance sheets of the Purchaser as at August 31, 2004 and 2003 and the related audited consolidated statements of income and of cash flows of the Purchaser for the fiscal years then ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited but reviewed consolidated balance sheet of the Purchaser as at February 28, 2005 and the related consolidated statements of income and cash flows of the Purchaser for the six-month period then ended (such audited and unaudited consolidated statement statements, including the related notes and schedules thereto, are referred to herein as the “Purchaser Financial Statements”). Each of the Purchaser Financial Statements is complete and correct in all material respects, will be prepared in accordance with GAAP (subject to normal year-end adjustments in the case of the unaudited statements) and in conformity with the practices consistently applied by the Purchaser without modification of the accounting principles used in the preparation thereof and will present fairly the financial position, results of operations and cash flows of the Company and its Subsidiaries Purchaser as at April 18, 1998 the dates and for the 16 weeks ended April 18periods indicated. For the purposes hereof, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all unaudited but reviewed consolidated balance sheet of the Company's meetings of stockholders Purchaser as at February 28, 2005 is referred to as the “Purchaser Balance Sheet” and February 28, 2005 is referred to as the “Purchaser Balance Sheet Date”. (whether annual or specialb) held or scheduled The Purchaser has filed all reports required to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations it under the Exchange Act and the Securities Act of 1933, as amended (the "“Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference”) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case Securities Exchange Act of interim unaudited financial statements1934, as permitted amended (the “Exchange Act”) including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by Form 10-Qlaw to file such material) applied (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”) on a consistent timely basis except as noted thereinor has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, and fairly present the SEC Reports complied in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or and the Exchange Act and did notthe rules and regulations of the Commission promulgated thereunder, on and none of the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such SEC Reports, contain when filed, 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.

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the Securities and Exchange Commission (the "SEC"), (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual ReportsReport, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders shareholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (viv) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited quarterly financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, 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.

Financial Statements; SEC Reports. The Company Parent has previously furnished Parent and Sub with made available to Lender true and complete copies of (ia) its Annual Reports Report on Form 10-K KSB for the fiscal years year ended December 2831, 1996 (the "1996 Annual Report") 2002 and December 27, 1997 (the "1997 its Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q KSB for the quarters fiscal year ended April 19December 31, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together 2003 filed by Parent with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet Securities and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively Exchange Commission (the "April 1998 Financial StatementsSEC"), (ivb) proxy statements relating to all of the Company's its meetings of stockholders (whether annual or special) held or scheduled to be held since December 2831, 1996 2002 and (vc) each other registration statement, proxy or information statement statement, quarterly report on Form 10-Q or current report on Form 8-K filed since December 2831, 1996 2002 by the Company Parent with the SECSEC (such items referenced in (a) through (c) whether filed before, on or after the date of this Agreement, "SEC Reports"). Since December 24, 1992For purposes of this Agreement, the Company term "Filed SEC Reports" means only those SEC Reports filed and publicly available prior to the date of this Agreement. Except as set forth in Schedule 2.04, since December 31, 2002, Parent has complied in all material respects with its SEC filing obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "Securities Act"). The Except as set forth in or amended by a subsequent Filed SEC Report, the financial statements and related schedules and notes thereto of the Company Parent contained in the SEC Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") (except, in the case of interim unaudited financial statements, as permitted by Form statements which have been prepared in all material respects in accordance with Rule 10-Q01 of Regulation S-X) applied on a consistent basis except as noted thereinset forth in the notes to such financial statements, and present fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended, subject (in the case of interim unaudited financial statementsstatements which have been prepared in all material respects in accordance with Rule 10-01 of Regulation S-X) to normal year-end audit adjustments, and and, except as set forth in or amended by a subsequent Filed SEC Report, such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and SEC Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act Act, as applicable, and did not, on as of the date of effectiveness in the case of such a registration statementsstatement, on the date of mailing in the case of such a proxy statements and on statement or the date of filing in the case of such any other SEC Reports, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or DLI-0000000x0 necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except as set forth in or amended by a subsequent Filed SEC Report.

Financial Statements; SEC Reports. The Company (a) Seller has previously furnished provided to Buyer Parent true, complete and Sub with true and complete correct copies of the following financial statements (collectively, the “Financial Statements”): (i) its Annual Reports on Form 10-K the audited annual statutory financial statements of the Company and RLI as of and for the fiscal years year ended December 2831, 1996 (the "1996 Annual Report") and December 272016, 1997 (the "1997 Annual Report and, together in each case as filed with the 1996 Annual ReportInsurance Regulator of the jurisdiction of domicile of the Company or RLI, and the unaudited interim statutory financial statements of the Company and RLI as of and for the six-month period ending June 30, 2017 and the nine-month period ending September 30, 2017 (collectively, the "Annual Reports") filed by the Company with the SEC“Statutory Statements”), (ii) its Quarterly Reports on Form 10-Q the audited annual financial statements of RRII as of and for the quarters year ended April 19December 31, July 12 2016 and October 4the unaudited interim financial statements of RRII as of and for the six-month period ending June 30, 1997 2017 and the nine-month period ending September 30, 2017, (iii)(A) the Company GAAP Financial Statements, and (B) the audited annual financial statements of DSL as of and for the year ended December 31, 2016 and the unaudited interim financial statements of DSL as of and for the six-month period ending June 30, 2017 and the nine-month period ending September 30, 2017 in each case as filed with FINRA and the SEC pursuant to Rule 17a-5 of the Exchange Act (collectively, the "Quarterly Reports" and, and together with the Annual ReportsCompany GAAP Financial Statements, the "Reports"“GAAP Financial Statements”). Except as set forth in Section 3.6(a) filed by of the Company Seller Disclosure Schedule, each of the Financial Statements (A) were derived from and are consistent with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all accounting records of the Company's meetings of stockholders , RRII and DSL, respectively, (whether annual or specialB) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (exceptSAP, in the case of interim unaudited financial statementsthe Company Statutory Statements, and with GAAP, in the case of the GAAP Financial Statements, in accordance with GAAP (modified as permitted by Form 10-Q) described in the notes thereto, and referred to herein as “Modified GAAP”), in the case of the Financial Statements of RRII, each applied on a consistent basis during the periods presented and (C) except as noted thereinset forth in Section 3.6(a) of the Seller Disclosure Schedule, and fairly present in all material respects in accordance with SAP, Modified GAAP or GAAP, as applicable, the consolidated financial position of the Company and its consolidated Subsidiaries as each of the Acquired Companies and RRII, as applicable, at their respective dates thereof and the consolidated results of their operations operations, changes in surplus and cash flows of the Acquired Companies and RRII, as applicable, at and for the periods then endedindicated, subject (subject, in the case of interim the unaudited financial statements) statements referenced above, to normal recurring year-end audit adjustments. All assets that are reflected as admitted assets on the Statutory Statements, and such financial statements complied as to form as of their respective dates the extent applicable, comply in all material respects with all Applicable Laws applicable rules and regulations to admitted assets. No material deficiency has been asserted by any Governmental Entity with respect to any of the SECFinancial Statements other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Entity. (b) Seller has previously provided to Buyer Parent true, complete and correct copies of the audited annual statutory financial statements of each of the Separate Accounts as of and for the year ended December 31, 2016 (the “Separate Account Annual Statements”), in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of the Company, together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith. Each such registration statement, proxy statement and Report was The Separate Account Annual Statements have been prepared in accordance with SAP applied on a consistent basis during the periods presented, and fairly present, in all material respects, the statutory financial position and results of operation of such Separate Accounts at their respective dates and at and for the periods indicated. (c) Section 3.6(c) of the Seller Disclosure Schedule sets forth a true, complete and correct list of all accounting practices used by each of the Company, RRII and, solely with respect to the FA Contracts, RLI, in connection with their respective Financial Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted or Prescribed Accounting Practice”), if any. All such Permitted or Prescribed Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the applicable company in connection with the applicable Financial Statement. (d) The Company has timely filed or furnished all required forms, reports, statements, schedules, registration statements and other documents required to be filed or furnished by the Company with or to the SEC since December 31, 2014 (the documents referred to in this Section 3.6(d), the “Company SEC Reports”). As of its filing or furnishing date, each Company SEC Report complied, in all material respects, with the requirements of the Securities Act or and the Exchange Act and did not, on applicable thereto. (e) As of the date hereof, the aggregate principal amount of effectiveness in the case Surplus Notes is $435,000,000 and the amount of such registration statements, on accrued but unpaid interest thereon is $12,293,779. (f) As of the date of mailing in hereof, the case of such proxy statements and on the date of filing in the case of such Reports, 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 aggregate outstanding principal amount of the circumstances under which they were made, not misleadingFHLB Loans is $600,000,000 and the amount of accrued but unpaid interest thereon is $1,222,035.

Financial Statements; SEC Reports. (a) The Company has previously furnished Parent and Sub with true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 (the "1996 Annual Report") and December 27, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited audited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18of December 31, 1997 and December 31, 1996 and the related consolidated statements of income and cash flows for each of the years ended December 31, 1997 and December 31, 1996 and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 1998 (the "Unaudited June 30 Balance Sheet") and the related consolidated statement of income for the 16 weeks six months ended April 18June 30, 1998, respectively (the "April 1998 Financial Statements")respectively, (iv) proxy statements relating previously delivered to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28Buyer, 1996 and (v) each other registration statementpresent fairly, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act of 1933respects, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations of the Company and its Subsidiaries for the periods then ended in conformity with U.S. GAAP consistently applied (subject to normal year- end adjustments and the absence of footnote disclosure in the case of the unaudited interim financial statements) (it being understood that there is no assurance that the liabilities for unpaid claims and claim expenses, whether reported or incurred but not reported, of the Company and its Subsidiaries will not develop subsequent to June 30, 1998 in a manner different from that reflected in such financial statements). (b) The audited balance sheets of the Company and its Subsidiaries as of December 31, 1997 and the related statements of operations and statements of cash flows for the periods year then endedended included in their respective annual statements for the fiscal year ended December 31, subject 1997 (the "Annual Statements") filed with the insurance regulatory authorities in their respective jurisdictions of domicile (collectively, the case "Regulators") and the unaudited balance sheets of interim unaudited financial statements) to normal year-end audit adjustments, the Company and such financial statements complied as to form its Subsidiaries as of June 30, 1998 and the related statements of operations and statements of cash flows for the six months ended June 30, 1998 included in their respective dates quarterly statements filed with Regulators, copies of which have been delivered to Buyer, fairly present in all material respects their respective statutory financial conditions as of such date and the results of their respective operations for the year then ended in conformity with applicable rules SAP (it being understood that there is no assurance that the liabilities for unpaid claims and regulations claim expenses, whether reported or incurred but not reported, of the SEC. Each Company and its Subsidiaries will not develop subsequent to June 30, 1998 in a manner different from that reflected in such registration statement, proxy statement and Report was prepared in accordance with the requirements financial statements). (c) As of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case latest filing of such registration statementsan SEC Report, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, SEC Reports taken as a whole 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 misleadingmisleading (it being understood that for purposes of this subparagraph (c) "material" is to be assessed in the context of the Company and all of its Subsidiaries taken as a whole).

Financial Statements; SEC Reports. The Company has previously furnished Parent and Sub with true and complete copies of (i) its The audited balance sheets of Seller at October 31, 2003 and 2004, and the related audited statements of income, shareholders’ equity and cash flows for the years then ended (the “Audited Financial Statements”) included in Seller’s Annual Report on Form 10-K for the year ended October 31, 2004, and (ii) the unaudited balance sheets of Seller quarters ended January 31, April 30 and July 31, 2005 (the balance sheet at July 31, 2005 referred to as the “Interim Balance Sheet”), and the related statement of income for the quarters then ended, included in Seller’s Quarterly Reports on Forms 10-Q for the quarters ended January 31, April 30 (as amended), and July 31, 2005, including, where available, in each case, the notes thereto (the financial statements described in clause (i) and (ii) above are collectively referred to as the “Financial Statements”). (b) The Financial Statements fairly present, in all material respects, the financial condition of the Seller and the Business as of the dates indicated therein and the results of operations and changes in financial position of the Seller and the Business for the periods specified therein, have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods covered thereby and prior periods (except in each case as stated in the applicable footnotes or auditor’s report and except, in the case of interim financial statements, for year end adjustments). (c) The Seller has no liabilities or obligations which would be required under GAAP to be reflected on a balance sheet of the Seller as of the date of this Agreement, except for liabilities and obligations (i) reflected or reserved against in the Interim Balance Sheet, (ii) incurred or arising in the ordinary course of business since October 31, 2004, (iii) incurred or arising other than in the ordinary course of business since October 31, 2004 and not, individually or in the aggregate, material, or (iv) described on Schedule 3.4(c). (d) As of their respective dates, Seller’s annual reports on Form 10-K for the fiscal years ended December 28October 31, 1996 (the "1996 Annual Report") 2003 and December 272004, 1997 (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual Reports") filed by the Company with the SEC, (ii) its Quarterly Reports and all quarterly reports on Form 10-Q for the quarters ended April 19Q, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report reports on Form 8-K K, proxy statements and other forms and reports filed since December 28, 1996 by the Company with the SEC. Since December 24SEC since November 1, 19922003 (other than the financial statements (including the notes thereto) filed as a part thereof or incorporated by reference therein about which no representation is made hereby) (the “Seller SEC Documents”), in so far as they relate to the Company has Assets or the Business, complied in all material respects with its SEC filing obligations under the requirements of the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended (the "Securities Act"). The financial statements and related schedules and notes thereto of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted therein, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each SEC promulgated thereunder applicable to such registration statementSeller SEC Documents, proxy statement and Report was prepared in accordance with the requirements none of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, contain Seller SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact, in either case only in so far as such fact or omission relates to the Assets or the Business, 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. Seller has filed with the SEC all reports and forms required to be filed by Seller with the SEC since November 1, 2003.

Financial Statements; SEC Reports. The Company (a) Since January 1, 1997, the Seller has previously furnished Parent filed all required reports, schedules, forms, statements and Sub other documents (including exhibits and all other information incorporated therein) with true the Securities and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended December 28, 1996 Exchange Commission (the "1996 Annual ReportSEC") and December 27). As of their respective dates, 1997 such documents (the "1997 Annual Report and, together with the 1996 Annual Report, the "Annual ReportsSeller SEC Documents") filed by the Company with the SEC, (ii) its Quarterly Reports on Form 10-Q for the quarters ended April 19, July 12 and October 4, 1997 (collectively, the "Quarterly Reports" and, together with the Annual Reports, the "Reports") filed by the Company with the SEC, (iii) the unaudited consolidated balance sheet and the unaudited consolidated statement of operations of the Company and its Subsidiaries complied as at April 18, 1998 and for the 16 weeks ended April 18, 1998, respectively (the "April 1998 Financial Statements"), (iv) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held or scheduled to be held since December 28, 1996 and (v) each other registration statement, proxy or information statement or current report on Form 8-K filed since December 28, 1996 by the Company with the SEC. Since December 24, 1992, the Company has complied form in all material respects with its SEC filing obligations under the Exchange Act and applicable requirements of the Securities Act of 1933, as amended (amended, and the "Securities Act"). The financial statements Exchange Act of 1934, as amended, and related schedules and notes thereto the rules of the Company contained in the Reports (or incorporated therein by reference) and the April 1998 Financial Statements were prepared in accordance with generally accepted accounting principles (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) applied on a consistent basis except as noted thereinSEC applicable to such Seller SEC Documents, 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 consolidated results of their operations and cash flows for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments, and such financial statements complied as to form as of their respective dates in all material respects with applicable rules and regulations of the SEC. Each such registration statement, proxy statement and Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act and did not, on the date of effectiveness in the case of such registration statements, on the date of mailing in the case of such proxy statements and on the date of filing in the case of such Reports, contain no Seller SEC Document when filed 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. (b) The financial statements included in the Seller SEC Documents (the "Financial Statements") fairly present, in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Seller and its consolidated subsidiaries for the period therein identified in conformity with GAAP (except for the omission of footnotes and, with respect to interim periods, normal year end adjustments). (c) The Seller has previously delivered to the Purchaser copies of the Seller's internally prepared accounting reports for each month since March 31, 1999, and will deliver such reports for June 30, 1999 when available (such reports collectively, the "Internal Reports"). The statements of income for the months ended April 30 and May 31 and the balance sheets as of April 30, May 31 and June 30 included in the Internal Reports were or will be prepared consistently with the Financial Statements in accordance with GAAP as appropriate for the preparation of interim reports of that type (except for the omission of footnotes and, with respect to interim periods, normal year end adjustments). (d) Since December 31, 1998, except as identified on Section 4.05(d) of the Disclosure Schedule, there has been no action taken by the Seller of the type described in Section 10.04(a). (e) As to their respective dates, the Seller had no liabilities of any nature, known or unknown, fixed or contingent of a type required to be set forth on a balance sheet in accordance with GAAP which were not reflected in the Financial Statements or the Internal Reports and has not incurred any since the date of the last Internal Report, except for liabilities incurred in the ordinary course of business.