Common use of Public Reports Clause in Contracts

Public Reports. Acquiror has delivered or made available to Target true, correct and complete copies of (i) its Annual Report on Form 10-K for the year ended December 31, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC Reports"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required to be filed by Acquiror since December 31, 1995 under the Securities Laws. As of their respective dates, the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Laws and (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 to make the statements made therein, in light of the circumstances in which they were made, not misleading. Since December 31, 1995, Acquiror has not received from the SEC any comments, or requests for additional information, with respect to any Acquiror SEC Report.

Public Reports. Acquiror (a) The Company has delivered or timely filed with the SEC, and has made available to Target true, Parent correct and complete copies of (i) its Annual Report on Form 10-K for the year ended December 31of, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statementsall forms, reports, proxy statementsschedules, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC Reports"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required to be filed by Acquiror the Company with the SEC since December 31January 1, 1995 under the Securities Laws. As of their respective dates2008 (collectively, the Acquiror SEC “Company Public Reports”). The Company Public Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act and the Exchange Act and (ii) did not not, at the time they were filed, 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 light of the circumstances in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from . (b) Neither the SEC Company nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (c) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any Acquiror of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date hereof, the Company has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. (d) No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any other Governmental Entity (whether or not located in the United States) that performs a similar function to that of the SEC Reportor any securities exchange or quotation service.

Public Reports. Acquiror (a) The Company has delivered or timely filed with the SEC, and has made available to Target true, Parent correct and complete copies of (i) its Annual Report on Form 10-K for the year ended December 31of, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statementsall forms, reports, proxy statementsschedules, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC Reports"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required to be filed by Acquiror the Company with the SEC since December 31January 1, 1995 under the Securities Laws. As of their respective dates2008 (collectively, the Acquiror SEC “Company Public Reports”). The Company Public Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act and the Exchange Act and (ii) did not not, at the time they were filed, 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 light of the circumstances in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from . (b) Neither the SEC Company nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (c) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any Acquiror of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date of the Original Agreement, the Company has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. (d) No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any other Governmental Entity (whether or not located in the United States) that performs a similar function to that of the SEC Reportor any securities exchange or quotation service.

Public Reports. Acquiror (a) Parent has delivered or made available to Target true, the Company correct and complete copies of, all circulars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents (including notifications to a RIS (as defined in the Listing Rules)) prepared by Parent since January 1, 2008, to which the Listing Rules and/or the prospectus rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Prospectus Rules”) and/or the disclosure rules and transparency rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Disclosure and Transparency Rules”) apply (collectively, the “Parent U.K. Public Reports”). The Parent U.K. Public Reports (i) its Annual Report on Form 10-K for were prepared in accordance with the year ended December 31, 1995requirements of the UKLA and other applicable Laws, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) timely filed with the SEC (collectivelyUKLA and, if applicable, the "Acquiror SEC Reports"Registrar of Companies (where the Parent U.K. Public Reports were required by Law or by the UKLA to be so filed). Each of , (iii) comprise the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statementsonly circulars, reportsnotices, proxy statementsprospectuses, information statements resolutions, reports and other documents required by the UKLA to be filed or published by Acquiror Parent since December 31January 1, 1995 under the Securities Laws. As of their respective dates, the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Laws 2008 and (iiiv) in the case of Parent U.K. Public Reports which were required by Law or by the UKLA to so be filed, did not not, at the time they were filed, 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 the light of the circumstances under which such statements were made, not misleading. For the purposes of this Section 4.11(a) and this Agreement where appropriate, “file” and “filing” include in the case of Parent any announcement made or required to be made to a regulatory information service. (b) Parent has timely filed with the SEC, and has made available to the Company correct and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by Parent with the SEC since January 1, 2008 (collectively, the “Parent U.S. Public Reports” and, together with the Parent U.K. Public Reports, the “Parent Public Reports”). The Parent U.S. Public Reports (i) were prepared in accordance with the requirements of the Securities Act and the Exchange Act and (ii) did not, at the time they were filed, 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 in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from the SEC . (c) Neither Parent nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Each of the principal executive officers of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent U.S. Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither Parent nor any Acquiror SEC Reportof its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date of the Original Agreement, Parent has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. (e) No Subsidiary of Parent is required to file reports or other documents pursuant to the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules or is otherwise required to file any forms, reports, schedules, statements or other documents with the UKLA, any other Governmental Entity (whether or not located in the United Kingdom) that performs a similar function to that of the UKLA or any securities exchange or quotation service.

Public Reports. Acquiror (a) Parent has delivered or made available to Target true, the Company correct and complete copies of, all circulars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents (including notifications to a RIS (as defined in the Listing Rules)) prepared by Parent since January 1, 2008, to which the Listing Rules and/or the prospectus rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Prospectus Rules”) and/or the disclosure rules and transparency rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Disclosure and Transparency Rules”) apply (collectively, the “Parent U.K. Public Reports”). The Parent U.K. Public Reports (i) its Annual Report on Form 10-K for were prepared in accordance with the year ended December 31, 1995requirements of the UKLA and other applicable Laws, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) timely filed with the SEC (collectivelyUKLA and, if applicable, the "Acquiror SEC Reports"Registrar of Companies (where the Parent U.K. Public Reports were required by Law or by the UKLA to be so filed). Each of , (iii) comprise the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statementsonly circulars, reportsnotices, proxy statementsprospectuses, information statements resolutions, reports and other documents required by the UKLA to be filed or published by Acquiror Parent since December 31January 1, 1995 under the Securities Laws. As of their respective dates, the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Laws 2008 and (iiiv) in the case of Parent U.K. Public Reports which were required by Law or by the UKLA to so be filed, did not not, at the time they were filed, 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 the light of the circumstances under which such statements were made, not misleading. For the purposes of this Section 4.11(a) and this Agreement where appropriate, “file” and “filing” include in the case of Parent any announcement made or required to be made to a regulatory information service. (b) Parent has timely filed with the SEC, and has made available to the Company correct and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by Parent with the SEC since January 1, 2008 (collectively, the “Parent U.S. Public Reports” and, together with the Parent U.K. Public Reports, the “Parent Public Reports”). The Parent U.S. Public Reports (i) were prepared in accordance with the requirements of the Securities Act and the Exchange Act and (ii) did not, at the time they were filed, 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 in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from the SEC . (c) Neither Parent nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Each of the principal executive officers of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent U.S. Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither Parent nor any Acquiror SEC Reportof its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date hereof, Parent has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. (e) No Subsidiary of Parent is required to file reports or other documents pursuant to the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules or is otherwise required to file any forms, reports, schedules, statements or other documents with the UKLA, any other Governmental Entity (whether or not located in the United Kingdom) that performs a similar function to that of the UKLA or any securities exchange or quotation service.

Public Reports. Acquiror (a) Parent has delivered or made available to Target true, the Company correct and complete copies of, all circulars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents (including notifications to a RIS (as defined in the Listing Rules)) prepared by Parent since January 1, 2008, to which the Listing Rules and/or the prospectus rules made by the UKLA under Part VI of the Financial Services and Markets Axx 0000 (such rules the “Prospectus Rules”) and/or the disclosure rules and transparency rules made by the UKLA under Part VI of the Financial Services and Markets Axx 0000 (such rules the “Disclosure and Transparency Rules”) apply (collectively, the “Parent U.K. Public Reports”). The Parent U.K. Public Reports (i) its Annual Report on Form 10-K for were prepared in accordance with the year ended December 31, 1995requirements of the UKLA and other applicable Laws, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) timely filed with the SEC (collectivelyUKLA and, if applicable, the "Acquiror SEC Reports"Registrar of Companies (where the Parent U.K. Public Reports were required by Law or by the UKLA to be so filed). Each of , (iii) comprise the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statementsonly circulars, reportsnotices, proxy statementsprospectuses, information statements resolutions, reports and other documents required by the UKLA to be filed or published by Acquiror Parent since December 31January 1, 1995 under the Securities Laws. As of their respective dates, the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Laws 2008 and (iiiv) in the case of Parent U.K. Public Reports which were required by Law or by the UKLA to so be filed, did not not, at the time they were filed, 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 the light of the circumstances under which such statements were made, not misleading. For the purposes of this Section 4.11(a) and this Agreement where appropriate, “file” and “filing” include in the case of Parent any announcement made or required to be made to a regulatory information service. (b) Parent has timely filed with the SEC, and has made available to the Company correct and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by Parent with the SEC since January 1, 2008 (collectively, the “Parent U.S. Public Reports” and, together with the Parent U.K. Public Reports, the “Parent Public Reports”). The Parent U.S. Public Reports (i) were prepared in accordance with the requirements of the Securities Act and the Exchange Act and (ii) did not, at the time they were filed, 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 in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from the SEC . (c) Neither Parent nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Each of the principal executive officers of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Parent U.S. Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither Parent nor any Acquiror SEC Reportof its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Sxxxxxxx-Xxxxx Act. As of the date hereof, Parent has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Sxxxxxxx-Xxxxx Act when next due. (e) No Subsidiary of Parent is required to file reports or other documents pursuant to the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules or is otherwise required to file any forms, reports, schedules, statements or other documents with the UKLA, any other Governmental Entity (whether or not located in the United Kingdom) that performs a similar function to that of the UKLA or any securities exchange or quotation service. AGREEMENT AND PLAN OF MERGER (continued)

Public Reports. Acquiror (a) Parent has delivered or made available filed all forms, reports and documents with the Securities and Exchange Commission that it has been required to Target true, correct and complete copies of (i) its Annual Report on Form 10-K for the year ended December 31, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended make since June 30, 19961997 under the Securities Act of 1933, as amended (ivthe "SECURITIES ACT") its Quarterly Report on Form 10-Q for and the nine months ended September 30Securities Exchange Act of 1934, 1996 and as amended (vthe "EXCHANGE ACT") those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC ReportsPUBLIC REPORTS"). Each of the Acquiror SEC Public Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statementsand any forms, reports, proxy statements, information statements reports and other documents required to be filed by Acquiror since December 31, 1995 under Parent (or on Parent's behalf) after the Securities Laws. As date of their respective dates, this Agreement and until the Acquiror SEC Reports Closing Date (i) complied with or will comply with the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain contain, at the time they were filed, or will not contain, at the time they are filed, 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 light of the circumstances in under which they were made, not misleading. Since Parent has made available to Newco, or there is publicly available to Newco, a correct and complete copy of each Public Report (together with all exhibits and schedules thereto and as amended to date). The Public Reports filed by Parent include an Annual Report on Form 10-K for the fiscal years ended June 30, 2000, July 2, 1999, July 3, 1998 and June 27, 1997 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000, December 31, 19951999, Acquiror has October 1, 1999, April 2, 1999 and January 1, 1999. (b) The financial statements included in or incorporated by reference into the Public Reports (including the related notes and schedules) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly in all material respects the financial condition of Parent, Seller and each of Parent's other Subsidiaries as of the indicated dates and the results of operations of each Parent, Seller and each of Parent's other Subsidiaries for the indicated periods; provided, however, that (i) the interim statements are subject to normal year-end adjustments and the absence of footnotes, and (ii) the Public Reports have been prepared for Seller's business taken as a whole, and do not received from separately address Seller's various businesses, including the SEC any comments, or requests for additional information, with respect to any Acquiror SEC ReportBusiness.

Public Reports. Acquiror (a) Parent has delivered or made available to Target true, the Company correct and complete copies of, all circulars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents (including notifications to a RIS (as defined in the Listing Rules)) to which the Listing Rules and/or the prospectus rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Prospectus Rules”) and/or the disclosure rules and transparency rules made by the UKLA under Part VI of the Financial Services and Markets Xxx 0000 (such rules the “Disclosure and Transparency Rules”) apply (collectively, the “Parent Public Reports”). The Parent Public Reports (i) its Annual Report on Form 10-K for were prepared in accordance with the year ended December 31, 1995requirements of the UKLA and other applicable Laws, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) timely filed with the SEC (collectivelyUKLA and, if applicable, the "Acquiror SEC Reports"). Each Registrar of Companies (where the Acquiror SEC Parent Public Reports was filed with were required by Law or by the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required UKLA to be filed by Acquiror since December 31, 1995 under the Securities Laws. As of their respective dates, the Acquiror SEC Reports (iso filed) complied in all material respects with the applicable requirements of the Securities Laws and (iiiii) in the case of Parent Public Reports which were required by Law or by the UKLA to so be filed, did not not, at the time they were filed, 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 in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from the SEC . (b) Neither Parent nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, with respect any off-balance sheet partnership or any Contract or arrangement relating to any Acquiror SEC Reporttransaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (c) No Subsidiary of Parent is required to file reports or other documents pursuant to the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules or is otherwise required to file any forms, reports, schedules, statements or other documents with the UKLA, any other Governmental Entity (whether or not located in the United Kingdom) that performs a similar function to that of the UKLA or any securities exchange or quotation service.

Public Reports. Acquiror (a) Buyer has delivered or made available filed all forms, reports and documents to Target true, correct and complete copies comply in all material respects with the requirements of the London Stock Exchange relating to the listing of the Buyer's ordinary shares on the Alternative Investment Market (i"AIM") its Annual Report on Form 10-K of the London Stock Exchange for the year ended December 31period from 28 June 1997 to 15 June 2000 and thereafter to date, 1995, the UK Listing Authority (ii"UKLA") its Quarterly Report relating to the listing of the Buyer's ordinary shares on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC Official List (collectively, the "Acquiror SEC ReportsBUYER'S PUBLIC REPORTS"). Each of the Acquiror SEC Buyer's Public Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statementsand any forms, reports, proxy statements, information statements reports and other documents required to be filed by Acquiror since December 31, 1995 under Buyer (or on Buyer's behalf) with the Securities Laws. As UKLA after the date of their respective dates, this Agreement and until the Acquiror SEC Reports Closing Date (i) complied with or will comply with the requirements of the AIM Admission Rules or the Listing Rules of the UKLA (as applicable) in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain contain, at the time they were filed, or will not contain, at the time they are filed, 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 light of the circumstances in under which they were made, not misleading. (b) No information has been withheld by Buyer from disclosure to the Companies Announcements Office of the London Stock Exchange (the "CAO") in its capacity 28 as the information dissemination provider of the UKLA that would be required to be disclosed to the CAO in order to avoid the creation of a false market in the ordinary shares of Buyer. (c) The audited consolidated financial statements relating to the Buyer for the period ended 30 September 1999 were prepared in accordance with the historical cost convention and in accordance with all relevant Statements of Standard Accounting Practice and Financial Reporting Standards issued by The Accounting Standards Board and with generally accepted United Kingdom accounting principles, practices and standards consistently applied and comply with Companies Act 0000, xx amended, and give a true and fair view of the state of affairs of the Buyer as at 30 September 1999 and of the loss for such period. Since December 31The accounting policies and the presentation applied to the Buyer's unaudited interim results for the six months ended 31 March 2000 were, 1995except as otherwise disclosed in the interim results statement, Acquiror has not received from consistent with the SEC any comments, or requests audited consolidated financial statements relating to the Buyer for additional information, with respect to any Acquiror SEC Reportthe period ended 30 September 1999.

Public Reports. Acquiror has delivered or made available to Target true, correct and complete copies of (ia) its Annual Report on Form 10-K for the year ended December 31, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30Since January 1, 1996 (the "Public -------------- ------ Disclosure Date"), each of SMGH and (v) those other registration statementsPathmark has filed all forms, reports, proxy statements, information --------------- registration statements and other documents filed by Acquiror filings with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments United States Securities and supplements thereto and each of such documents is in the form Exchange Commission (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC ReportsCommission"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents ) required to be filed by Acquiror since December 31it pursuant to the federal securities laws and the Commission rules and regulations thereunder (such forms, 1995 under reports, registration statements and other filings, together with any amendments thereto, are collectively referred to as the Securities Laws. "Public Reports"), -------------- and the Public Reports filed with the Commission have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations thereunder. (b) As of their respective dates, the Acquiror SEC Public Reports (i) complied in all material respects with the applicable requirements of the Securities Laws and (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 to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Since December 31Each of the audited consolidated balance sheets and the unaudited consolidated balance sheets (including any related notes and schedules) included in the Public Reports fairly present, 1995in all material respects, Acquiror has not received from the SEC consolidated financial position of SMGH or, as the case may be, Pathmark and their respective subsidiaries, as of its date, and each of the consolidated statements of operations, shareholders' deficiency and cash flows included in the Public Reports (including any commentsrelated notes and schedules) fairly present, in all material respects, the consolidated results of operation, cash flows and changes in financial position of SMGH or, as the case may be, Pathmark and their respective subsidiaries, for the period set forth therein (subject, where appropriate, to notes and normal year-end audit adjustments), in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated therein or requests for additional information, with respect to any Acquiror SEC Reportin the notes or schedules thereto).

Public Reports. Acquiror has delivered or made available to Target true, correct and complete copies of (ia) its Annual Report on Form 10-K for the year ended December 31, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30Since January 1, 1996 and (v) those other registration statementsthe "Public -------------- ------ Disclosure Date"), the Company has filed all forms, reports, proxy statements, information registration --------------- statements and other documents filed by Acquiror filings with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments Securities and supplements thereto and each of such documents is in the form Exchange Commission (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC ReportsCommission"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents ) required to be filed by Acquiror since December 31it pursuant to the federal securities laws ----------- and the Commission rules and regulations thereunder (such forms, 1995 under reports, registration statements and other filings, together with any amendments thereto, are collectively referred to as the Securities Laws. "Public Reports"), and the Public Reports -------------- filed with the Commission have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations thereunder. (b) As of their respective dates, the Acquiror SEC Public Reports (i) complied in all material respects with the applicable requirements of the Securities Laws and (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 to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Since December 31Each of the audited consolidated balance sheets and the unaudited consolidated balance sheets (including any related notes and schedules) included in the Public Reports fairly present, 1995in all material respects, Acquiror has not received from the SEC consolidated financial position of the Company and its subsidiaries as of its date, and each of the consolidated statements of operations, shareholders' deficiency and cash flows included in the Public Reports (including any commentsrelated notes and schedules) fairly present, in all material respects, the consolidated results of operation, cash flows and changes in financial position of the Company and its subsidiaries for the period set forth therein (subject, where appropriate, to notes and normal year-end audit adjustments), in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated therein or requests for additional information, with respect to any Acquiror SEC Reportin the notes or schedules thereto).

Public Reports. Acquiror (a) The Company has delivered or timely filed with the SEC, and has made available to Target true, Parent correct and complete copies of (i) its Annual Report on Form 10-K for the year ended December 31of, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statementsall forms, reports, proxy statementsschedules, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibits, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC Reports"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required to be filed by Acquiror the Company with the SEC since December 31January 1, 1995 under the Securities Laws. As of their respective dates2008 (collectively, the Acquiror SEC “Company Public Reports”). The Company Public Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act and the Exchange Act and (ii) did not not, at the time they were filed, 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 light of the circumstances in under which they such statements were made, not misleading. Since December 31, 1995, Acquiror has not received from . (b) Neither the SEC Company nor any commentsof its Subsidiaries is a party to, or requests for additional informationhas any commitment to become a party to, any off-balance sheet partnership or any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC). (c) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company Public Reports, and the statements contained in each such certification, at the time of filing or submission of such certification, were true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither the Company nor any Acquiror of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Sxxxxxxx-Xxxxx Act. As of the date hereof, the Company has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, without qualification, the certificates and attestations required pursuant to the Sxxxxxxx-Xxxxx Act when next due. (d) No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any other Governmental Entity (whether or not located in the United States) that performs a similar function to that of the SEC Reportor any securities exchange or quotation service.

Public Reports. Acquiror Cascade has delivered or made available to Target truetimely filed all Cascade Securities Filings, correct and complete copies the financial information included in all of (i) the Cascade Securities Filings has been prepared in accordance with GAAP and presents fairly the financial position and results of operation of Cascade and its Annual Report Subsidiaries on Form 10-K the dates and for the year ended December 31periods covered thereby. As of the date filed, 1995, (ii) its Quarterly Report on Form 10-Q for the three months ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, (iv) its Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 and (v) those other registration statements, reports, proxy statements, information statements and other documents filed by Acquiror with the SEC that are listed in the Acquiror Disclosure Letter; in each case including all exhibits, amendments and supplements thereto and each of such documents is in the form (including exhibitsCascade Securities Filings has been and, amendments and supplements thereto) filed with the SEC (collectively, the "Acquiror SEC Reports"). Each of the Acquiror SEC Reports was filed with the SEC in a timely manner. The Acquiror SEC Reports constitute all registration statements, reports, proxy statements, information statements and other documents required as to those reports to be filed by Acquiror since December 31between the date of this Agreement and the Closing, 1995 under will be, accurate and complete as of the Securities Laws. As of their respective datesdate filed, the Acquiror SEC Reports (i) complied in and each complies or will comply with all material respects with the applicable requirements of the Law applicable to such filing, and no Cascade Securities Laws and (ii) did not Filing contains or will contain any untrue statement of a material fact or omits or will omit to state a any material fact required to be stated therein or necessary to make prevent the statements made therein, from being misleading in light of the circumstances in under which they were made. The financial statements included in the Cascade Securities Filings (a) comply as to form, not misleading. Since December 31as of their respective dates, 1995, Acquiror has not received from in all material respects with applicable accounting requirements of the SEC any comments, or requests for additional information, Financial Accounting Standards Board with respect thereto; (b) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as to any Acquiror SEC Reportthe absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted by GAAP) applied on a consistent basis during the periods involved; and (c) present fairly in all material respects the financial position of Cascade and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which would be material in amount or scope).