Common use of Parent Reports Clause in Contracts

Parent Reports. (a) As of their respective dates, neither Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, nor any other document filed by Parent subsequent to December 31, 1995 under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, each in the form (including exhibits) filed with the SEC (collectively, the "Parent Reports"), contained or will contain any untrue statement of a material fact or omitted or will 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 and the Parent Reports complied in all material respects with the requirements of the Securities Exchange Act. Each of the consolidated balance sheets contained or incorporated by reference in the Parent Reports (including in each case any related notes and schedules) fairly presented in all material respects the financial position of the entity or entities to which it relates as of its date and each of the consolidated statements of income, consolidated statements of shareholders, equity and consolidated statement of cash flows, contained or incorporated by reference in the Parent Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of operations, stockholders, equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are not material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

Parent Reports. (a) As of their respective dates, neither Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 19951998, nor any other document filed by Parent subsequent to December 31, 1995 1998 under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, each in the form (including exhibits) filed with the SEC (collectively, the "Parent Reports"), contained or will contain any untrue statement of a material fact or omitted or will 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 and the Parent Reports complied in all material respects with the requirements of the Securities Exchange Act. Each of the consolidated balance sheets contained or incorporated by reference in the Parent Reports (including in each case any related notes and schedules) fairly presented in all material respects the financial position of the entity or entities to which it relates as of its date and each of the consolidated statements of income, consolidated statements of shareholders, stockholders' equity and consolidated statement statements of cash flows, contained or incorporated by reference in the Parent Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of operations, stockholders, ' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are not material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

Parent Reports. All material filings, including all material written forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, required to be made by Parent and its Subsidiaries since December 31, 1997, under laws and regulations applicable to the electricity industry in the United Kingdom (a) As including those under the Electricity Act 1989), have been made in accordance with, and complied, as of their respective dates, neither Parent's in all material respects with, the requirements of the relevant Governmental Entity. Parent has delivered to the Company copies of (i) each registration statement, report or annual report prepared by it since January 3, 1999 (the "PARENT AUDIT DATE"), including the Parent Annual Report on Form 1020-K F for the fiscal year ended December 31January 3, 19951999, nor and the interim report of Parent for the six month period ended July 4, 1999 (collectively, including any other document such registration statement, report or annual report filed by Parent subsequent to December 31the date hereof, 1995 under Section 13(athe "PARENT REPORTS"), 13(c), 14 or 15(d) of the Securities Exchange Act, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC SEC, and (collectivelyii) all circulars, reports and other documents distributed by Parent to its shareholders since January 3, 1999. As of their respective dates (or, if amended, as of the date of such amendment), the "Parent Reports")Reports did not, contained or and any Parent Report filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted or will 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 in which they were made, not misleading in any material respect. The audited consolidated financial statements of Parent and the Parent Reports complied its Subsidiaries included in all material respects with the requirements of the Securities Exchange Act. Each of the consolidated balance sheets contained or incorporated by reference in into the Parent Reports (including in each case any the related notes and schedules) fairly presented in all material respects the financial position of the entity or entities to which it relates as of its date and each of the consolidated statements of income, consolidated statements of shareholders, equity and consolidated statement of cash flows, contained or incorporated by reference in the Parent Reports (including in each case any related notes and schedules), fairly presented in all material respects the results of operations, stockholders, equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are not material in amount or effect), in each case were prepared in accordance with accounting principles generally accepted accounting principles consistently in the United Kingdom ("U.K. GAAP") applied during the periods involved, on a consistent basis (except as may be noted thereinindicated in the notes thereto) and present fairly, or will present fairly, in all material respects, the consolidated financial position of Parent and its subsidiaries and the results of their operations and cash flows as of the date thereof and for the period then ended, in conformity with U.K. GAAP.

Parent Reports. (a) Parent has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the Commission since November 17, 1995 (the "PARENT REPORTS"). As of their respective dates, neither Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, nor any other document filed by Parent subsequent Reports complied as to December 31, 1995 under Section 13(a), 13(c), 14 or 15(d) form in all material respects with the requirements of the Securities Act or the Exchange Act, each as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Parent Report has been amended, revised or superseded by a Parent Report subsequently filed and publicly available prior to the form (including exhibits) filed with date of this Agreement, none of the SEC (collectively, the "Parent Reports"), when filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a any 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 and the Parent Reports complied in all material respects with the requirements of the Securities Exchange Actmisleading. (b) Each of the consolidated balance sheets contained of Parent included in or incorporated by reference in into the Parent Reports (including in each case any the related notes and schedules) fairly presented presents in all material respects the consolidated financial position of the entity or entities to which it relates Parent and its Subsidiaries as of its date date, and each of the consolidated statements of income, consolidated statements of shareholders, stockholders' equity and consolidated statement cash flows of cash flows, contained Parent included in or incorporated by reference in into the Parent Reports (including in each case any related notes and schedules), ) fairly presented presents in all material respects the results of operationsincome, stockholders, ' equity and cash flows, as the case may be, of the entity or entities to which it relates Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except as may be noted thereintherein and subject to the fact that unaudited financial statements do not contain full notes thereto. Parent and its Subsidiaries do not have any liabilities or obligations required to be disclosed in a consolidated balance sheet or the notes thereto prepared in accordance with GAAP, except (i) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the notes thereto, and included in the Parent Reports, (ii) liabilities or obligations incurred since March 31, 1998 in the ordinary course of business, consistent with past practices, or (iii) liabilities disclosed in a Parent Report. 4.7. ABSENCE OF LITIGATION, ORDERS, JUDGMENTS. (a) There are no actions, suits or proceedings pending or, to the knowledge of Parent, threatened which involve transactions of or otherwise relate to Parent or any of its Subsidiaries or any of such companies' businesses or properties, at law or in equity, or before any arbitrator of any kind, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or other instrumentality, domestic or foreign, that are reasonably likely to have a Parent Material Adverse Effect. (b) There are no outstanding orders, writs, injunctions, decrees, judgments, awards, determinations or directions, which involve transactions of or otherwise relate to Parent or any of its Subsidiaries or any of such companies' businesses or properties, of any court or arbitrator or under any outstanding order, regulation or demand of any federal, state, municipal or other governmental instrumentality, domestic or foreign, that are reasonably likely to have a Parent Material Adverse Effect.