Common use of GOVERNMENTAL DOCUMENTS AND FINANCIAL STATEMENTS Clause in Contracts

GOVERNMENTAL DOCUMENTS AND FINANCIAL STATEMENTS. The Company and each Company Subsidiary has filed with the appropriate Governmental Entity, and has heretofore made available to Parent, true and complete copies of, the Governmental Documents of the Company and each Company Subsidiary. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Governmental Documents of the Company and each Company Subsidiary, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the requirements of applicable law. The Company has previously delivered to Parent copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of the fiscal year ended September 30, 1999, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal year ended September 30, 1999, together with the related notes thereto, accompanied by the audit report of the independent public accountants with respect thereto, and the unaudited balance sheets of each of them as of March 31, 2000 and the related unaudited statements of income, changes in shareholders' equity and cash flows for the period then ended (collectively, the balance sheets and the statements above being referred to as "the Company Financial Statements" and the March 31, 2000 balance sheet as "the Company Balance Sheet"). The audited balance sheets of the Company as of September 30, 1999 (including the related notes) fairly present in accordance with GAAP the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other Company Financial Statements fairly present in accordance with GAAP (subject, in the case of the unaudited statements, to adjustments normal in nature and amount and the addition of footnotes) the consolidated results of the operations, cash flows and changes in shareholders' equity of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied throughout the periods involved except as noted therein.

GOVERNMENTAL DOCUMENTS AND FINANCIAL STATEMENTS. The Company SoundView and each Company SoundView Subsidiary has filed with the appropriate Governmental Entity, and has heretofore made available to Parent, true and complete copies of, the Governmental Documents of the Company SoundView and each Company SoundView Subsidiary. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Governmental Documents of the Company SoundView and each Company SoundView Subsidiary, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of applicable lawApplicable Law. The Company SoundView has previously delivered to Parent copies of the audited consolidated balance sheet sheets of the Company SoundView and the Company SoundView Subsidiaries as of December 31 for the fiscal year ended September 30years 1996, 1999, 1997 and 1998 and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal year ended September 30years 1996, 19991997 and 1998, inclusive, together with the related notes thereto, accompanied by the audit report of the Ernst & Young LLP, independent public accountants with respect thereto, and the unaudited balance sheets of each of them as of March 31June 30, 2000 1999 and the related unaudited statements of income, changes in shareholders' equity and cash flows for the period then ended (collectively, the balance sheets and the statements above being referred to as the "the Company SoundView Financial Statements" and the March 31June 30, 2000 1999 balance sheet as the "the Company SoundView Balance Sheet"). The audited balance sheets of the Company as of September 30, 1999 previously delivered to Parent (including the related notes) fairly present in accordance with GAAP the consolidated financial position of the Company SoundView and the Company SoundView Subsidiaries as of the dates thereof, and the other Company SoundView Financial Statements fairly present in accordance with GAAP (subject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount and the addition of footnotes) the consolidated results of the operations, cash flows and changes in shareholders' equity of the Company SoundView and the Company SoundView Subsidiaries for the respective fiscal periods therein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied throughout the periods involved except as noted therein.

GOVERNMENTAL DOCUMENTS AND FINANCIAL STATEMENTS. The Company Parent and each Company Parent Subsidiary has filed with the appropriate Governmental Entity, and has heretofore made available to Parentthe Company, true and complete copies of, the Governmental Documents of the Company Parent and each Company Parent Subsidiary. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Governmental Documents of the Company Parent and each Company Parent Subsidiary, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the requirements of applicable law. The Company has previously delivered to Parent copies of the Parent's audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 1999 (the fiscal year ended September 30, 1999"Parent Balance Sheet"), and the related audited consolidated statements of income, changes in shareholdersstockholders' equity and cash flows for the fiscal year ended September 30December 31, 1999, together with 1999 and the related notes thereto(the Parent Balance Sheet and such other statements and notes, accompanied by the audit report "Financial Statements") have been prepared from, and are in accordance with, the books and records of Parent and the Parent Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the independent public accountants SEC with respect thereto, and the unaudited balance sheets of each of them as of March 31, 2000 and the related unaudited statements of income, changes have been prepared in shareholders' equity and cash flows for accordance with GAAP applied on a consistent basis during the period then ended involved (collectively, except as may be stated in the balance sheets notes thereto) and the statements above being referred to as "the Company Financial Statements" and the March 31, 2000 balance sheet as "the Company Balance Sheet"). The audited balance sheets of the Company as of September 30, 1999 (including the related notes) fairly present in accordance with GAAP the consolidated financial position of the Company and the Company consolidated results of operations and cash flows (and changes in financial position, if any) and changes in stockholders' equity of Parent and its consolidated Subsidiaries as of the dates thereof, and the other Company Financial Statements fairly present in accordance with GAAP (subject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount and the addition of footnotes) the consolidated results as of the operations, cash flows times and changes in shareholders' equity of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied throughout the periods involved except as noted referred to therein.

GOVERNMENTAL DOCUMENTS AND FINANCIAL STATEMENTS. The Company Parent and each Company Parent Subsidiary has filed with the appropriate Governmental Entity, and has heretofore made available to ParentSoundView, true and complete copies of, the Governmental Documents of the Company Parent and each Company Parent Subsidiary. As of their respective dates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Governmental Documents of the Company Parent and each Company Parent Subsidiary, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of applicable lawApplicable Law. The Company has previously delivered to Financial Statements have been prepared from, and are in accordance with, the books and records of Parent copies and the Parent Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of the fiscal year ended September 30, 1999, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal year ended September 30, 1999, together with the related notes thereto, accompanied by the audit report of the independent public accountants SEC with respect thereto, and the unaudited balance sheets of each of them as of March 31, 2000 and the related unaudited statements of income, changes have been prepared in shareholders' equity and cash flows for accordance with GAAP applied on a consistent basis during the period then ended involved (collectively, except as may be stated in the balance sheets notes thereto) and the statements above being referred to as "the Company Financial Statements" and the March 31, 2000 balance sheet as "the Company Balance Sheet"). The audited balance sheets of the Company as of September 30, 1999 (including the related notes) fairly present in accordance with GAAP the consolidated financial position of the Company and the Company consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as of the dates thereof, and the other Company Financial Statements fairly present in accordance with GAAP (subject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount and the addition of footnotes) the consolidated results as of the operations, cash flows times and changes in shareholders' equity of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied throughout the periods involved except as noted referred to therein.