Common use of Government Filings Clause in Contracts

Government Filings. Parent has made available to the Company a true and complete copy of each report, schedule and definitive proxy statement filed by Parent with the SEC pursuant to the Exchange Act and the Rules and Regulations promulgated thereunder since December 31, 1994 and prior to the date of this Agreement other than reports on Form 11-K relating to employee benefit plans, which are all the documents (other than preliminary material) that Parent was required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Parent and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations and cash flows for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustments none of which are material). Section 3.2(e) of the Disclosure Memorandum lists with respect to the Parent Common Stock for the period since December 31, 1996 and prior to the date of this Agreement each: (i) Schedule 13D filed with the SEC and (ii) application for change in control filed under the insurance holding company laws of any state or other jurisdiction.

Government Filings. Parent The Company has made available to the Company USF&G a true and complete copy of each report, schedule schedule, registration statement and definitive proxy statement filed by Parent the Company with the SEC pursuant to the Exchange Act and the Rules and Regulations promulgated thereunder since December 31, 1994 and prior to the date of this Agreement other than reports on Form 11-K relating to employee benefit plans(the "Filed Company SEC Documents"), which are all the documents (other than preliminary material) that Parent the Company was required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Parent Filed Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Filed Company SEC ReportsDocuments, and none of the Parent Filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Filed Company SEC Reports Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations and cash flows for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustments none of which are material). Section 3.2(e3.1(e) of the Disclosure Memorandum lists with respect to the Parent Company Common Stock for the period since December 31, 1996 and prior to the date of this Agreement each: (i) Schedule 13D filed with the SEC and (ii) application for change in control filed under the insurance holding company laws of any state Company has been or other jurisdictionis required to or has filed any documents with the SEC. Section 3.1(e) of the Disclosure Memorandum includes the Company's reported results for the six-month period ended June 30, 1997 and such reported results fairly present in summary fashion and in accordance with applicable requirements of GAAP the consolidated financial position of the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations for the periods presented therein (subject to normal recurring adjustments none of which are material).

Government Filings. Parent The Company has made available to the Company USF&G a true and complete copy of each report, schedule schedule, registration statement and definitive proxy statement filed by Parent the Company with the SEC pursuant to the Exchange Act and the Rules and Regulations promulgated thereunder since December 31, 1994 and prior to the date of this Agreement other than reports on Form 11-K relating to employee benefit plans(the "FILED COMPANY SEC DOCUMENTS"), which are all the documents (other than preliminary material) that Parent the Company was required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Parent Filed Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Filed Company SEC ReportsDocuments, and none of the Parent Filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Filed Company SEC Reports Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations and cash flows for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustments none of which are material). Section 3.2(e3.1(e) of the Disclosure Memorandum lists with respect to the Parent Company Common Stock for the period since December 31, 1996 and prior to the date of this Agreement each: (i) Schedule 13D filed with the SEC and (ii) application for change in control filed under the insurance holding company laws of any state or other jurisdiction. No Subsidiary of the Company has been or is required to or has filed any documents with the SEC. Section 3.1(e) of the Disclosure Memorandum includes the Company's reported results for the six-month period ended June 30, 1997 and such reported results fairly present in summary fashion and in accordance with applicable requirements of GAAP the consolidated financial position of the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations for the periods presented therein (subject to normal recurring adjustments none of which are material).

Government Filings. Parent The Company has made available to the Company USF&G a true and complete copy of each report, schedule schedule, registration statement and definitive proxy statement filed by Parent the Company with the SEC pursuant to the Exchange Act and the Rules and Regulations promulgated thereunder since December 31, 1994 and prior to the date of this Agreement other than reports on Form 11-K relating to employee benefit plans(the "Filed Company SEC Documents"), which are all the documents (other than preliminary material) that Parent the Company was required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Parent Filed Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Filed Company SEC ReportsDocuments, and none of the Parent Filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Filed Company SEC Reports Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations and cash flows for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustments none of which are material). Section 3.2(e3.1(e) of the Disclosure Memorandum lists with respect to the Parent Company Common Stock for the period since December 31, 1996 and prior to the date of this Agreement each: (i) Schedule 13D filed with the SEC and (ii) application for change in control filed under the insurance holding company laws of any state or other jurisdiction. No Subsidiary of the Company has been or is required to or has filed any documents with the SEC. Section 3.1(e) of the Disclosure Memorandum includes the Company's reported results for the six-month period ended June 30, 1997 and such reported results fairly present in summary fashion and in accordance with applicable requirements of GAAP the consolidated financial position of the Company and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations for the periods presented therein (subject to normal recurring adjustments none of which are material).