Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documentsstatements, reports, schedules, certifications, prospectuses, registration documents and other statements reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since January July 1, 2019 2006 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)) and has paid all fees and assessments due and payable. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Documents and Documents. To the knowledge of Parent, none of the Parent SEC Documents reports is the subject of ongoing SEC review or investigationreview. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects respects, and he consolidated financial statements (including all related notes and schedules) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2005, Parent has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (a) Parent Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and each the filings required to be made by Lil Marc or any of its Subsidiaries has subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed or furnished with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other statements required to be document (together with all amendments thereof and supplements thereto) filed by Lil Marc or furnished by it any of its subsidiaries with the SEC since January 1June 10, 2019 1998 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent "Lil Marc SEC Documents”Reports"), which are all the documents (other than preliminary materials) that Lil Marc and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Lil Marc SEC Documents Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of Parent included in the Parent Lil Marc SEC Documents fairly present Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (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 Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is treated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby. (b) As of the date hereof and except as set forth in the Lil Marc Financial Statements, and to the knowledge of Lil Marc, Lil Marc and its subsidiaries have no liabilities or obligations of any nature (whether asserted, unasserted, accrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and there is no fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations. Lil Marc and its subsidiaries have filed all necessary federal, state and foreign income and franchise Tax Returns due prior to the date of this Agreement and have paid all Taxes shown as due thereon. There are no unpaid Taxes claimed to be due by the taxing authority of any jurisdiction, and the officers of Lil Marc know of no basis for such claim. The properties and assets of Lil Marc and its subsidiaries are owned by Lil Marc free and clear of all Liens.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all reports, forms, documents, reportsregistrations, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Company SEC Report has been amended, revised or superseded by a later Company SEC Report filed and publicly available prior to the date of this Agreement (as amended, revised or superseded by a later Company SEC Report filed and publicly available prior to the date of this Agreement, the "Filed Company SEC Reports"), none of the Parent Filed Company SEC Documents Reports, when filed, contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent Filed Company SEC Documents fairly present Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). (c) in conformity with GAAP (except, Except as set forth in the case Filed Company SEC Reports and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the unaudited statementsmost recent consolidated balance sheet included in the Filed Company SEC Reports (the "Company Balance Sheet Date"), as permitted neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by the SEC) applied GAAP to be recognized or disclosed on a consistent basis during consolidated balance sheet of the periods involved (except as may be indicated therein Company and its consolidated subsidiaries or in the notes thereto).

Reports and Financial Statements. The filings (aother than immaterial filings) Parent required to be made by CEI and each of its the CEI Subsidiaries has under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents (including exhibits and all other information incorporated therein) required to be filed by CEI or furnished by it any CEI Subsidiary with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "CEI SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents ") complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such CEI SEC Documents, and none of the Parent CEI SEC Documents when filed contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent CEI included in the Parent CEI SEC Documents fairly present (the "CEI Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of CEI 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 unaudited statements, to normal recurring year-end audit adjustments).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, reports and documents, reportsincluding all Reports on Form 10-K, schedules, certifications, prospectusesForm 10-Q and Form 8-K, registration statements and other proxy statements required to be filed or furnished by it with the SEC Commission since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent "Company SEC Documents”Reports"). As None of the Company SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements balance sheets (including all the related notes and schedulesnotes) of Parent included in the Parent Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and their consolidated cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods then ended (or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any other adjustments described untrue statement of 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. Each of the consolidated balance sheets (including the notes theretorelated notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP (exceptconsistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as permitted of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the SECCompany or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) applied Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consistent basis during consolidated balance sheet of the periods involved Company and its Subsidiaries (except as may be indicated therein or in including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (ai) Parent and each of its Subsidiaries Monsanto has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Parent "Monsanto SEC Documents”Reports"). No Subsidiary of Monsanto is required to file any form, report, registration statement or prospectus or other document with the SEC. As of their respective dates ordates, none of the Monsanto SEC Reports (and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereundercontained, and none of the Parent Monsanto SEC Documents contained Reports filed subsequent to the date hereof will contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent Monsanto SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of Monsanto and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such Monsanto SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Monsanto SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Monsanto SEC Reports filed prior to the date hereof, since December 31, 1998, Monsanto and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Monsanto and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP GAAP, other than (except, A) liabilities incurred in the case ordinary course of the unaudited statementsbusiness or (B) liabilities that would not, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein either individually or in the notes thereto)aggregate, reasonably be expected to have a Material Adverse Effect on Monsanto.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Laser has filed or furnished all reports, forms, documents, reportsregistrations, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "Laser SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Laser SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Laser SEC Report has been amended, revised or superseded by a later Laser SEC Report filed and publicly available prior to the date of this Agreement (as amended, revised or superseded by a later filed Laser SEC Report to the date of this Agreement, the "Filed Laser SEC Reports"), none of the Parent Filed Laser SEC Documents Reports, when filed, contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Laser included in the Parent Filed Laser SEC Documents fairly present Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent Laser and its consolidated Subsidiaries, as at the respective dates thereof (if amended, subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). (c) in conformity with GAAP (except, Except as set forth in the case Filed Laser SEC Reports and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the unaudited statementsmost recent consolidated balance sheet included in the Filed Laser SEC Reports (the "Laser Balance Sheet Date"), as permitted neither Laser nor any of the Laser subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by the SEC) applied GAAP to be recognized or disclosed on a consistent basis during the periods involved (except as may be indicated therein consolidated balance sheet of Laser and its consolidated subsidiaries or in the notes thereto).

Reports and Financial Statements. (a) Parent The filings required to be made by Interstate and each of its the Interstate Subsidiaries has since January 1, 1992 under the Securities Act, the Exchange Act, the Power Act, and applicable state laws and regulations have been filed with the SEC, the FERC, or furnished any appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) Interstate has made available to WPL and IES a true and complete copy of each form, report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished by it Interstate with the SEC since January 1, 2019 1992 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Parent "Interstate SEC Documents”Reports") and each other filing described in Section 6.5(a). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Interstate SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (bc) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Interstate included in the Parent Interstate SEC Documents fairly present Reports (collectively, the "Interstate Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of Interstate as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. (d) True, accurate and complete copies of the Restated Articles of Incorporation and By-laws of Interstate, as in effect on the date hereof, are included (or incorporated by reference) in the Interstate SEC Reports.

Reports and Financial Statements. (a) Parent The Company has furnished or made available to the Purchaser true and each complete copies of its Subsidiaries all reports or registration statements it has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for all periods subsequent to November 1, 2019 2002, all in the form so filed (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except that information set forth in to the Parent extent corrected by a subsequently filed document with the SEC prior to the Closing Date. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents as of a later date (but before became effective under the date of this Agreement) will be deemed to modify information as of an earlier dateSecurities Act. As of The Company’s financial statements, including the date of this Agreementnotes thereto, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent Company SEC Documents fairly present (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as and of the date of the last such amendment), and the consolidated results of their its operations and their consolidated cash flows for the respective periods then ended specified (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including adjustments). Since the notes thereto) in conformity with GAAP (except, in the case date of the unaudited statementsmost recent Company SEC Document, as permitted the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 1, 2004, has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since November 1, 2003, the Company has timely filed all material reports, registration statements and other filings required by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. The filings (aother than immaterial filings) Parent required to be made by NU and each the NU Subsidiaries under the Securities Act of its Subsidiaries has 1933, as amended (the "Securities Act"), the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents (including exhibits and all other information incorporated therein) required to be filed by NU or furnished by it any NU Subsidiary with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "NU SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents ") complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actor PUHCA, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such NU SEC Documents, and none of the Parent NU SEC Documents when filed contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent NU included in the Parent NU SEC Documents fairly present (the "NU Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended have been prepared in accordance with United States generally accepted accounting principles (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto"GAAP") in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of NU 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 unaudited statements, to normal recurring year-end audit adjustments).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since December 31, 1996, FirstMerit has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, CoBancorp with true and complete copies of each of the FirstMerit Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Parent SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission and did not contain, and none or, with respect to FirstMerit Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent FirstMerit included in the Parent SEC Documents fairly present FirstMerit Reports (the "FirstMerit Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since January 1, 1996, the Company has filed or furnished with the SEC all material forms, documentsstatements, reportsreports and documents (including all exhibits, schedules, certifications, prospectuses, registration post-effective amendments and other statements supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in under each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, and none all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended December 31, 1997, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC Documents contained since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), and (c) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows Company's Annual Report on Form 10-K for the respective periods then twelve months ended December 31, 1997 (subjectcollectively, the "Company Financial Statements") have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished made available all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 2021 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-KK since January 1, 2021, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates the time it was filed with the SEC (or, if amendedamended or superseded by a filing prior to the entry into this Agreement, as of then on the date of such filing), except as would not have, individually or in the last such amendmentaggregate, a Parent Material Adverse Effect: (i) each of the Parent SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, (as the case may be, ); and the applicable rules and regulations promulgated thereunder, and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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 they were made, not misleading, except that information set forth to the extent corrected: (A) in the case of Parent SEC Documents as of a later date (but before filed or furnished prior to the date of entry into this Agreement that were amended or superseded on or prior to the entry into this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Documents; and (B) will be deemed in the case of Parent SEC Documents filed or furnished after the entry into this Agreement that are amended or superseded prior to modify information the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Documents. Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, the certifications and statements relating to Parent SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (2) Section 302 or 906 of an earlier datethe Xxxxxxxx-Xxxxx Act; or (3) any other applicable Law (collectively, the “Parent Certifications”), are accurate and complete, and comply as to form and content with all applicable Laws. As of the date of entry into this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and and, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated Except as would not be material to Parent and the Parent Subsidiaries, taken as a whole, since January 1, 2021, Parent has maintained a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances: (i) that records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Parent; (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with the authorizations of management and directors of Parent and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent properties or assets that could have a material effect on Parent’s financial statements. (c) Except as would not be material to Parent and the Parent Subsidiaries, taken as a whole, since January 1, 2021, Parent has maintained a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) reasonably designed to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent filings with the SEC and other public disclosure documents, and otherwise ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, to allow timely decisions regarding required disclosure and to make the Parent Certifications. (d) Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2022. Based on its most recent evaluation of internal controls over financial reporting prior to the entry into this Agreement, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent GP Board any: (A) “significant deficiency” in the internal controls over financial reporting of Parent, (B) “material weakness” in the internal controls over financial reporting of Parent or (C) fraud, whether or not material, that involves management or other employees of Parent who have a role in the internal controls over financial reporting of Parent. (e) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, the financial statements (including all any related notes and schedulesnotes) of Parent included contained or incorporated by reference in the Parent SEC Documents Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows of Parent for the respective periods then ended (subject, covered thereby. Except as have been described in the case Parent SEC Documents, as of the unaudited statementsentry into this Agreement, there are no unconsolidated Subsidiaries of Parent or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K. (f) Parent is in compliance in all material respects with the applicable listing requirements of the NYSE, and has not since January 1, 2021, received any written (or, to normal yearthe knowledge of Parent, oral) notice asserting any non-end audit adjustments and to any other adjustments described therein, including compliance with the notes thereto) in conformity with GAAP (except, in the case listing requirements of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)NYSE.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since December 31, 1997, FirstMerit has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Security First with true and complete copies of each of the FirstMerit Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Parent SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission and did not contain, and none or, with respect to FirstMerit Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent FirstMerit included in the Parent SEC Documents fairly present FirstMerit Reports (the "FirstMerit Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. (a) From January 1, 2012 through the date of this Agreement, each of Parent and each of its Subsidiaries has Actavis, Inc. have filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements required to be filed or furnished by it reports with the SEC since January 1(such forms, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinreports, the “Parent SEC Documents”)) required to be filed or furnished prior to the date hereof by it with the SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent or Actavis, Inc., as applicable, included in the Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither Parent nor any of the Parent Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of the Parent 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Since February 28, 1995, Parent and each of its Subsidiaries has filed or furnished with the SEC all forms, documentsstatements, reportsreports and documents (including all exhibits, schedules, certifications, prospectuses, registration amendments and other statements supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in under each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and none the rules and regulations thereunder. Parent has previously delivered to the Company copies of its (a) Annual Report on Form 10-K for the fiscal year ended March 1, 1997, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from March 1, 1997, until the date hereof and (c) all other reports, including quarterly reports, or registration statements filed by Parent with the SEC since March 1, 1997 (other than Registration Statements filed on Form S-8) (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim consolidated financial statements of Parent included in such reports (collectively, the "Parent SEC Documents fairly present Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since December 31, 1993, CoBancorp has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"CoBancorp Reports"). CoBancorp has previously made available or furnished, or, with respect to CoBancorp Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of each of the CoBancorp Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the last such amendmentCoBancorp Disclosure Letter, the Parent SEC Documents complied CoBancorp Reports complied, or, with respect to CoBancorp Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission, and none did not contain, or, with respect to CoBancorp Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent CoBancorp included in the Parent SEC Documents fairly present CoBancorp Reports (the "CoBancorp Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of CoBancorp and the CoBancorp Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements All material filings required to be filed or furnished made by it with PSNC and the SEC PSNC Subsidiaries since January 1, 2019 1993 under the Securities Act of 1933, as amended (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe "Securities Act"), the “Parent SEC Documents”). As Securities Exchange Act of their respective dates or, if amended1934, as of amended (the date of the last such amendment"Exchange Act"), the Parent SEC Documents complied in all material respects with the requirements of the Securities 1935 Act, the Exchange Federal Power Act (the "Power Act") and applicable state public utility laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC, the Federal Energy Regulatory Commission (the "FERC"), or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations promulgated thereunder. PSNC has made available to SCANA a true and complete copy of each report, schedule, registration statement and none definitive proxy statement filed with the SEC by PSNC pursuant to the requirements of the Parent Securities Act or Exchange Act since January 1, 1993 (as such documents have since the time of their filing been amended, the "PSNC SEC Documents contained Reports"). As of their respective dates, the PSNC SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent PSNC included in the Parent PSNC SEC Documents fairly present Reports (collectively, the "PSNC Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiariesaccordance with generally accepted accounting principles ("GAAP"), as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, applied to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved regulated utility (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of PSNC as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the charter and by-laws of PSNC, as in effect on the date hereof, are included (or incorporated by reference) in the PSNC SEC Reports.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since March 31, 1997, Security First has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"Security First Reports"). Security First has previously made available or furnished, or, with respect to Security First Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of each of the Security First Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the last such amendmentSecurity First Disclosure Letter, the Parent SEC Documents complied Security First Reports complied, or, with respect to Security First Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission, and none did not contain, or, with respect to Security First Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Security First included in the Parent SEC Documents fairly present Security First Reports (the "Security First Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of Security First and the Security First Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. (a) Parent Except as set forth in the Signal Disclosure Letter, since December 31, 1994, Signal and each of its Subsidiaries has Signal Capital Trust have filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that they were required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"Signal Reports"). Signal has previously made available or furnished, or, with respect to Signal Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of each of the Signal Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of this Agreement), and except as stated in the last such amendmentSignal Disclosure Letter, the Parent SEC Documents complied Signal Reports complied, or, with respect to Signal Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission, and none did not contain, or, with respect to Signal Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Signal included in the Parent SEC Documents fairly present Signal Reports (the "Signal Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of Signal and the Signal Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. Acquiror has previously furnished to Target true and complete copies of: (a) Parent and Acquiror's Annual Reports on Form 10-K filed with the SEC for each of its Subsidiaries has the years ended after the date on which the Acquiror Common Shares began trading publicly on the NYSE (the "Acquiror IPO Date"); (b) Acquiror's Quarterly Reports on Form 10-Q filed or furnished all formswith the SEC for the quarters ended March 31, documentsJune 30 and September 30, reports, schedules, certifications, prospectuses, registration and other statements required to be 1998; (c) each definitive proxy statement filed or furnished by it Acquiror with the SEC since January 1, 2019 the Acquiror IPO Date; (collectively d) each final prospectus filed by Acquiror with the SEC since the Acquiror IPO Date; and (e) all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed by Acquiror with the SEC since December 31, in each case 1997. Acquiror has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein, ) filed by Acquiror with the “Parent SEC Documents”). As of their respective dates or, if amended, as of since the Acquiror IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to as the last such amendment"Acquiror SEC Reports." As of the respective dates of their filing with the SEC, the Parent Acquiror SEC Documents Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any 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 that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all any related notes and or schedules) of Parent included in the Parent Acquiror SEC Documents Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC. Such consolidated financial statements fairly present in all material respects the consolidated financial position of Parent Acquiror and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated operations, cash flows and changes in shareholders' equity for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a basis consistent basis during the periods involved (except as may be indicated therein or in the notes theretowith past periods).

Reports and Financial Statements. (a) Parent Seller has previously furnished Purchaser with true and each complete copies, as amended or supplemented, of its Subsidiaries has (i) Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission ("SEC"), (ii) proxy statements relating to all meetings of its shareholders (whether annual or furnished special) since January 1, 1998 and (iii) all forms, documents, reports, schedules, certifications, prospectuses, other reports or registration and other statements required to be filed or furnished by it Seller with the SEC since January 1, 2019 1998 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the "Seller Commission Filings"). Seller Commission Filings constituted all of the documents required to be filed by Seller with all documents filed or furnished on a voluntary basis on Form 8-Kthe SEC since January 1, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)1998. As of their respective dates ordates, if amended, such Seller Commission Filings (as of the date of the last such amendment, the Parent SEC Documents amended or supplemented) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, Securities Exchange Act of 1934 and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) any unaudited interim financial statements of Parent Seller included in the Parent SEC Documents fairly present such Seller Commission Filings comply as to form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto)thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of the Securities Exchange Act of 1934) and fairly present the financial position of Seller at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements The filings required to be made by the Company and its subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state public utility laws and regulations have been filed or furnished by it with the SEC since January 1Securities and Exchange Commission (the "SEC"), 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actappropriate state public utilities commission or health agency, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and none definitive proxy statement filed by the Company with the SEC since June 30, 1996 (as such documents have since the time of their filing been amended, the Parent "Company SEC Documents contained Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports (collectively, the "Company Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Except as and to the extent set forth in the Company Financial Statements, neither the Company nor any subsidiary of the Company or, to the knowledge of the Company, any Company Joint Venture has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, except for liabilities and obligations that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Reports and Financial Statements. (a) Parent The filings required to be made by WPL and each the WPL Subsidiaries since January 1, 1992 under the Securities Act of its Subsidiaries has 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or furnished any appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) WPL has made available to IES and Interstate a true and complete copy of each form, report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished by it each of WPL and WP&LC with the SEC since January 1, 2019 1992 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Parent "WPL SEC Documents”Reports") and each other filing described in Section 4.5(a). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent WPL SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (bc) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent WPL and WP&LC, as the case may be, included in the Parent WPL SEC Documents fairly present Reports (collectively, the "WPL Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of WPL or WP&LC, as the case may be, as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. (d) True, accurate and complete copies of the Restated Articles of Incorporation and By-laws of WPL, as in effect on the date hereof, are included (or incorporated by reference) in the WPL SEC Reports.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since December 31, 1997, FirstMerit has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1Commission, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"FirstMerit Reports"). FirstMerit has previously made available or furnished, or, with respect to the FirstMerit Reports filed after the date of this Agreement, will promptly furnish, Signal with true and complete copies of each of the FirstMerit Reports. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Parent SEC Documents complied FirstMerit Reports complied, or, with respect to FirstMerit Reports filed after the date of this Agreement, will comply, in all material respects with all the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderby the Commission and did not contain, and none or, with respect to FirstMerit Reports filed after the date of the Parent SEC Documents contained this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent FirstMerit included in the Parent SEC Documents fairly present FirstMerit Reports (the "FirstMerit Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the consolidated financial position of FirstMerit and the FirstMerit Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. The Company has delivered or made available to Parent true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since April 1, 1997, including: (a) Parent the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the years ended March 31, 1998 and 1999; (b) the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 1999; (c) each of its Subsidiaries has definitive proxy statement filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it the Company with the SEC since January April 1, 2019 1997; (collectively d) each final prospectus filed by the Company with the SEC since April 1, 1997; and (e) all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed by the Company with the SEC since April 1, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)1997. As of their respective dates ordates, if amendedsuch reports, as of proxy statements, and prospectuses filed on or prior to the date of the last such amendmenthereof (collectively, the Parent "Company SEC Documents Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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; provided, except that information set forth the foregoing clause (ii) shall not apply to the financial statements included in the Parent Company SEC Documents as of a later date Reports (but before which are covered by the date of this Agreement) will be deemed to modify information as of an earlier dateimmediately following sentence). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated their results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in each case in accordance with past practice and generally accepted accounting principles in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since April 1, 1997, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, reports, schedules, certificationsregistration statements, prospectuses, registration proxy statements and other statements documents (including any document required to be filed or furnished as an exhibit thereto) required to be filed by it the Company with the SEC since January 1, 2019 Securities and Exchange Commission (collectively with all documents filed or furnished “SEC”) on a voluntary basis on Form 8-Ktimely basis, in each case including all exhibits and schedules thereto has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports, schedules, registration statements, proxy statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied ) (i) were prepared in all material respects accordance with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth . Except as disclosed in the Parent Company Disclosure Letter, the SEC Documents as of a later date (but before Reports filed by the date of this Agreement) will be deemed Company and publicly available prior to modify information as of an earlier date. As of the date of this Agreement, as of the date hereof, there are no outstanding or unresolved comments received from the SEC staff has not been any Material Adverse Effect with respect to the Parent SEC Documents and none of Company that would require disclosure under the Parent SEC Documents is the subject of ongoing SEC review or investigationSecurities Act. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Tribune has timely filed or furnished all forms, documents, reports, schedules, certificationsregistration statements, prospectuses, registration forms, reports and other statements documents required to be filed or furnished by it with under the SEC Securities Act or the Exchange Act since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent "TRIBUNE SEC Documents”REPORTS"). As The Tribune SEC Reports (a) as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied were prepared in all material respects accordance with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and (b) did not, at the applicable rules and regulations promulgated thereundertime they were filed, and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements balance sheets (including all the related notes and schedulesnotes) of Parent included in the Parent Tribune SEC Documents fairly present Reports and the audited consolidated balance sheet of Tribune as of December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement presents fairly, in all material respects respects, the consolidated financial position of Parent Tribune and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated other related statements (including the related notes) included in the Tribune SEC Reports and the other related audited statements of Tribune as at or for the period ended December 26, 1999 (including the related notes) attached to Section 5.5 of the Tribune Disclosure Statement present fairly, in all material respects, the results of their operations and their consolidated cash flows the changes in financial position of Tribune and its Subsidiaries for the respective periods then ended (or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case adjustments. All of the unaudited statementsTribune SEC Reports, as permitted by of their respective dates, complied as to form in all material respects with the SEC) applied on a consistent basis during requirements of the periods involved (except Exchange Act and/or the Securities Act, as may be indicated therein or in applicable, and the notes thereto)applicable rules and regulations thereunder.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January November 1, 2019 2013 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any 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 Parent’s Subsidiaries is, except that information set forth in or at any time since November 1, 2013 has been, required to file any forms, reports or other documents with the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including the in any notes thereto), (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Parent The filings required to be made by IES and each of its the IES Subsidiaries has since January 1, 1992 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act and applicable state laws and regulations have been filed with the SEC, the FERC, the NRC, the DOE or furnished any appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) IES has made available to WPL and Interstate a true and complete copy of each form, report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished by it each of IES and Utilities with the SEC since January 1, 2019 1992 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Parent "IES SEC Documents”Reports") and each other filing described in Section 5.5(a). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent IES SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (bc) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent IES and Utilities, as the case may be, included in the Parent IES SEC Documents fairly present Reports (collectively, the "IES Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of IES or Utilities, as the case may be, as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. (d) True, accurate and complete copies of the Restated Articles of Incorporation and By-laws of IES, as in effect on the date hereof, are included (or incorporated by reference) in the IES SEC Reports.

Reports and Financial Statements. (a) Parent The Company and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2019 2012 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Company or any of its Subsidiaries, the “Parent Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As None of the date of this AgreementCompany’s Subsidiaries is, there are no outstanding or unresolved comments received from at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent Company SEC Documents (the “Company Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including the in any notes thereto), (ii) were prepared in conformity with GAAP U.S. generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by the SEC“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (d) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. Target has previously furnished to Acquiror true and complete copies of: (a) Parent Target's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of its Subsidiaries has the years ending after the date on which the Target Common Stock began trading publicly (the "Target IPO Date"); (b) Target's Quarterly Reports on Form 10-Q filed or furnished all formswith the SEC for the quarters ended March 31, documentsJune 30 and September 30, reports, schedules, certifications, prospectuses, registration and other statements required to be 1998; (c) each definitive proxy statement filed or furnished by it Target with the SEC since January 1, 2019 the Target IPO Date; (collectively d) each final prospectus filed by Target with the SEC since the Target IPO Date; and (e) all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed by Target with the SEC since December 31, in each case 1997. Target has timely filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein, ) filed by Target with the “Parent SEC Documents”). As of their respective dates or, if amended, as of since the Target IPO Date through the date of this Agreement, together with any amendments thereto, are collectively referred to as the last such amendment"Target SEC Reports." As of the respective dates of their filing with the SEC, the Parent Target SEC Documents Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any 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 that information . Except as set forth in the Parent SEC Documents as of a later date on Schedule 4.4, (but before the date of this Agreementi) will be deemed to modify information as of an earlier date. As each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all any related notes and or schedules) of Parent included in the Parent Target SEC Documents Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto) and complied with the rules and regulations of the SEC and (ii) such consolidated financial statements fairly present in all material respects the consolidated financial position of Parent Target and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated operations, cash flows and changes in stockholders' equity for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a basis consistent basis during the periods involved (except as may be indicated therein or in the notes theretowith past periods).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements All material filings required to be filed or furnished made by it with SCANA and the SEC SCANA Subsidiaries since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of 1993 under the Securities Act, the Exchange Act Act, the 1935 Act, the Power Act, and applicable state public utility laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations promulgated thereunder. SCANA has made available to PSNC a true and complete copy of each report, schedule, registration statement and none definitive proxy statement filed with the SEC by SCANA pursuant to the requirements of the Parent Securities Act or Exchange Act since January 1, 1993 (as such documents have since the time of their filing been amended, the "SCANA SEC Documents contained Reports"). As of their respective dates, the SCANA SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent SCANA included in the Parent SCANA SEC Documents fairly present Reports (collectively, the "SCANA Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of SCANA as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the certificate of incorporation and by-laws of SCANA, as in effect on the date hereof, are included (or incorporated by reference) in the SCANA SEC Reports.

Reports and Financial Statements. (a) Parent has previously furnished to INT'X.xxx true and each correct copies of its Subsidiaries has (i) Prospectus dated as of August 20, 1999 contained in Parent's Registration Statement on Form S-1, (ii) Quarterly Report on Form 10-Q for the period ended September 30, 1999 (the "RECENT 10-Q") and (iii) all other reports filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC Commission under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1August 20, 2019 1999. (collectively b) Parent hereby agrees to furnish to INT'X.xxx true and correct copies of all reports filed by it with the Commission after the Prior Agreement Date prior to the Closing all documents in the form (including exhibits) so filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein(collectively, the “Parent SEC Documents”"REPORTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents Reports complied or will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the then applicable published rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Commission with respect thereto at the date of their issuance and did not or will not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this AgreementPrior Agreement Date, there no additional filings or amendments to previously filed Reports are no outstanding or unresolved comments received from the SEC staff with respect required pursuant to the Parent SEC Documents such rules and none regulations. Each of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) of Parent unaudited interim financial statements included in the Parent SEC Documents fairly present Parent's Reports has been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presents the financial position of the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as described in Section 4.5 of the Parent Disclosure Schedule). As of the date of the Recent 10-Q, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Recent 10-Q or Section 4.5 of the Parent Disclosure Schedule, and since the date of the Recent 10-Q, Parent has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Parent in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Reports and Financial Statements. (a) Parent and each From January 1, 2012 through the date of its Subsidiaries this Agreement, the Company has filed or furnished all forms, documentsdocuments and reports with the SEC (such forms, documents and reports, schedules, certifications, prospectuses, registration and other statements the “Company SEC Documents”) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Parent Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in . None of the Parent Company SEC Documents as of a later date (but before is, to the date of this Agreement) will be deemed to modify information as of an earlier date. As knowledge of the date of this AgreementCompany, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationoutstanding or unresolved comments. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters received and response letters submitted and other correspondence with the SEC with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. None of the Company Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither the Company nor any of the Company Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of the Company 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) Since January 1, 1996, Parent and each of its Subsidiaries has filed or furnished with the SEC all forms, documentsstatements, reportsreports and documents (including all exhibits, schedules, certifications, prospectuses, registration post-effective amendments and other statements supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in under each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and none the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows Parent's Annual Report on Form 10-K for the respective periods then year ended December 31, 1997 (subjectcollectively, the "Parent Financial Statements") have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the financial position of Parent and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (athe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") Parent and each of its Subsidiaries has filed or furnished the appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed by the Company or furnished by it its predecessor with the SEC since January 1, 2019 1996 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports (collectively, the "Company Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. True, accurate and complete copies of the declaration of trust and by-laws of the Company, as in effect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Parent Camelot has filed all required forms, reports and documents (the "Camelot SEC Reports") with the Securities and Exchange Commission (“SEC” or “Commission”) since inception, each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with which complied at the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As time of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied filing in all material respects with the all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, each as in effect on the case may bedate such form, and the applicable rules and regulations promulgated thereunderreport or document was filed. When filed, and none of the Parent no Camelot SEC Documents Report contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in to the Parent extent superseded by a Camelot SEC Documents as of a later date (but before Report filed subsequently and prior to the date of this Agreement) will be deemed to modify information as of an earlier datethereof. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Camelot included in the Parent Camelot SEC Documents Reports (the “Camelot Financial Statements”) fairly present in conformity in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), the consolidated financial position of Camelot and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended. Camelot maintains accounting controls and systems which are sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the accurate preparation of financial statements in conformity with generally accepted accounting principles and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Reports and Financial Statements. (a) Parent San Telmo's: (i) Information Circular dated August 22, 2005 relating to the annual and each extraordinary general meeting of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required shareholders to be filed or furnished by it with held October 17, 2005; (ii) audited financial statements and related management's discussion and analysis as at and for the SEC since January 1years ended April 30, 2019 2005 and 2004; and (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kiii) unaudited interim financial statements and related management's discussion and analysis as at and for the three months ended July 31, in 2005, each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth misleading and complied in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff all material respects with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationall applicable Laws. (b) The consolidated San Telmo's audited financial statements as at and for the years ended April 30, 2005 and 2004 and its unaudited financial statements as at and for the three months ended July 31, 2005 have been prepared in accordance with generally accepted accounting principles applicable in Canada (including all related notes "GAAP") on a consistent basis with prior periods and schedules) of Parent included fairly present, in the Parent SEC Documents fairly present in all material respects accordance with GAAP, the consolidated financial position, results of operations and changes in financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, San Telmo as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated therein (subject, in the case of the any unaudited interim financial statements, to normal year-end audit adjustments adjustments). (c) San Telmo will deliver to Rolling Thunder as soon as they become available true and complete copies of any reports or statements filed by it with Securities Authorities subsequent to the date hereof. As of their respective dates, such reports and statements (excluding any other adjustments described information therein provided by Rolling Thunder, as to which San Telmo makes no representation) to the extent that such reports or statements are required by applicable Laws, 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, including in light of the notes theretocircumstances under which they are made, not misleading and will comply in all material respects with all applicable Laws. The financial statements of San Telmo issued by San Telmo or to be included in such reports and statements (excluding any information therein provided by Rolling Thunder, as to which San Telmo makes no representation) will be prepared in conformity accordance with GAAP (exceptexcept (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of the unaudited audited statements, in the related report of San Telmo's independent accountants or (B) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements) and will present fairly the financial position, results of operations and changes in financial position of San Telmo as permitted by of the SEC) applied on a consistent basis during dates thereof and for the periods involved (except as may be indicated therein or (subject, in the notes theretocase of any unaudited interim financial statements, to normal year end audit adjustments).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 Securities and Exchange Commission (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC”) since March 31, 2007 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent Company SEC Documents complied in all material respects respects, and all documents required to be filed or furnished by the Company with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Company SEC Documents contained contained, and none of the Subsequent Company SEC Documents will contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent Company SEC Documents fairly present in all material respects respects, and when included in the consolidated Subsequent Company SEC Documents will fairly present in all material respects, the financial position of Parent and its consolidated Subsidiaries, the Company as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with GAAP applicable generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the applicable rules and forms promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since March 31, 2010, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished timely made all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements filings required to be filed or furnished made by it with under the SEC Exchange Act (defined below). The Company has delivered, or made available on its website or otherwise, to the Purchaser prior to the execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since January 1December 31, 2019 (collectively with all documents filed or furnished on a voluntary basis 2003, the Company's Current Reports on Form 8-KK that were filed on January 12, in each case including all exhibits 2004, February 20, 2004, April 8, 2004, April 14, 2004, April 21, 2004, April 23, 2004, May 6, 2004 and schedules thereto June 4, 2004, and the definitive proxy statement for the Company's 2004 annual meeting of stockholders, and through the Closing will deliver upon request any other Current Reports on Form 8-K filed since December 31, 2003 (as such documents incorporated by reference therein, have since the “Parent SEC Documents”). As time of their respective dates orfiling been amended or supplemented, if amendedand together with all reports, as of documents and information filed on or after the date first written above through the date of Closing with the last such amendmentSEC, including all information incorporated therein by reference, collectively, the Parent "SEC Documents Reports"). The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActSecurities Exchange Act of 1934, as amended (the case may be"Exchange Act"), and (b) did not, at the applicable rules and regulations promulgated thereundertime of their filing, and none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As The financial statements of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Company included in the Parent SEC Documents fairly present Reports comply in all material respects with applicable accounting requirements and the consolidated financial position rules and regulations of Parent and its consolidated Subsidiaries, the SEC with respect thereto as in effect at the respective dates thereof time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC"GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated therein otherwise specified in such financial statements or in the notes thereto), and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports and Financial Statements. The Company has previously furnished to Parent true and complete copies of: (a) Parent the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 1996; (b) the Company's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1997 and June 30, 1997; (c) the definitive proxy statement filed by the Company with the SEC on May 13, 1997; (d) each of its Subsidiaries has final prospectus filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it the Company with the SEC since January 1July 23, 2019 1996, except any final prospectus on Form S-8; and (collectively with e) all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed by the Company with the SEC since December 31, 1996. Except as previously disclosed in each case including all exhibits and schedules thereto and documents incorporated by reference thereinwriting to Parent, the “Parent SEC Documents”). As as of their respective dates ordates, if amendedsuch reports, as of the date of the last such amendmentproxy statement, and prospectuses (collectively, the Parent "Company SEC Documents Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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; provided, except that information set forth the foregoing clause (ii) shall not apply to the financial statements included in the Parent Company SEC Documents as of a later date Reports (but before which are covered by the date of this Agreement) will be deemed to modify information as of an earlier datefollowing sentence). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in each case in accordance with past practice and generally accepted accounting principles in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since July 23, 1996, the Company has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Parent and each Except as set forth on Schedule 3.5(a) of its Subsidiaries the Motient Disclosure Schedule, Motient has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent Motient SEC DocumentsReports”), and has previously made available to BCE true and complete copies of all such Motient SEC Reports. As Such Motient SEC Reports, as of their respective dates or, (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Documents date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Motient included in the Parent Motient SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005. (b) Except as set forth on Schedule 3.5(b) of the notes theretoMotient Disclosure Schedule, Motient maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (exceptiii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since January 1, 2005, neither Motient nor, to Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the case accounting or auditing practices, procedures, methodologies or methods of the unaudited statementsMotient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material violation” (as permitted by the SECdefined in 17 CFR Part 205) applied on a consistent basis during the periods involved (except as may be indicated therein to Motient’s board of directors or in the notes thereto)any committee thereof or to any director or officer of Motient.

Reports and Financial Statements. (a) Parent and each The Purchaser has previously furnished to the Vendors copies of its Subsidiaries has filed or furnished all forms(i) Annual Report on Form 10-K for the Fiscal Year ended June 30 1997, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with (ii) Quarterly Report on Form 10-Q for the SEC since January 1, 2019 Fiscal Quarter Ended September 30 1997 (collectively with all documents filed or furnished iii) Quarterly Report on a voluntary basis Form 10-Q for the Fiscal Quarter Ended December 31 1997 (iv) Current Report on Form 8-K, in each case including all exhibits K dated 10/3/97 (reporting Q1 earnings); (v) Current Report on Form 8-K dated 28 January 1998 (reporting Q2 earnings); (vi) 1997 Annual Report to Stockholders; (vii) Proxy Statement dated October 8 1997 and schedules thereto and documents incorporated by reference therein(viii) Prospectus dated 27 January 1998 (collectively, the “Parent "SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent The SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not when each was filed contain any untrue statement statements of a material fact or omitted to state any material fact required to be stated therein or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under in which they were made, not misleading. The SEC Reports complied as to form, except that information set forth in at the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementtime such form, there are no outstanding document or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present report was filed, in all material respects with the consolidated financial position applicable requirements of Parent the US federal securities laws and its consolidated Subsidiariesthe rules and regulations promulgated thereunder. Since July 1, 1997, the Purchaser has filed all forms, reports and documents with the US Securities and Exchange Commission required to be filed by it pursuant to the US federal securities laws and the rules and regulations promulgated thereunder, each of which complied as to form, at the respective dates thereof (if amendedtime such form, as document or report was filed, in all material respects with the applicable requirements of the date US federal securities laws and the rules and regulations promulgated thereunder. Since 27th January 1998 there has not been any material adverse change in the business, results, operations, financial condition or prospects of Purchaser. 8. FINDER'S FEES There is no investment banker, broker, finder or other intermediary which has been retained by or is authorised to act on behalf of the last such amendment)Purchaser, and who might be entitled to any fee or commission from the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case Vendors upon consummation of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted transactions contemplated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)this Agreement. 9.

Reports and Financial Statements. (a) Parent The Company has furnished or made available to the Purchaser true and each complete copies of its Subsidiaries all reports or registration statements it has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1Securities and Exchange Commission (the “SEC”) under the Securities Act and the Securities Exchange Act of 1934, 2019 as amended (the “Exchange Act”), for all periods subsequent to December 31, 2001, all in the form so filed (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its respective filing date, no Company SEC Document filed under the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except that information set forth in to the Parent extent corrected by a subsequently filed document with the SEC. No Company SEC Document filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Company SEC Documents as of a later date (but before became effective under the date of this Agreement) will be deemed to modify information as of an earlier dateSecurities Act. As of The Company’s financial statements, including the date of this Agreementnotes thereto, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent Company SEC Documents fairly present (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and present fairly the Company’s consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as and of the date of the last such amendment), and the consolidated results of their its operations and their consolidated cash flows for the respective periods then ended specified (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including adjustments). Since the notes thereto) in conformity with GAAP (except, in the case date of the unaudited statementsmost recent Company SEC Document, as permitted the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP. No event since November 15, 2004 has occurred that requires the filing of a Current Report on Form 8-K (an “8-K”) with the SEC for which an 8-K has not been so filed. Since September 30, 2002 the Company has timely filed all material reports, registration statements and other filings required by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company has previously furnished Parent with true and each complete copies of its Subsidiaries has (i) Annual Reports on Form 10-K for the three years ended September 30, 1996, 1997, and 1998, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 30, 1998, June 30, 1998, and December 31, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or furnished special) since December 31, 1996 and (iv) all formsother reports or registration statements filed by the Company with the Commission since December 31, documents, reports, schedules, certifications, prospectuses, 1996 which are all the documents (other than preliminary materials) that the Company was required to file with the Commission since that date (such documents identified in clauses (i) through (iv) (except registration statements on Form S-8 relating to employee benefit plans and the Form S-1 (as defined in the Transition Agreement (or any other statements required registration statement contemplated to be filed or furnished by it with pursuant to the terms of the Transition Agreement)) being referred to herein collectively as the "Company SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”Reports")). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderof the Commission thereunder applicable to such Company SEC Reports, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports comply as to form in all material respects with applicable accounting requirements and with the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)Commission with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, financial statements included in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) Company SEC Reports have been prepared in conformity accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Since November 13, 2000, the Company has filed or furnished with the SEC all forms, documents, reports, schedules, certificationsregistration statements, prospectuses, registration prospectuses and other definitive proxy statements (the "COMPANY SEC REPORTS") required to be filed or furnished by it with under each of the SEC since January 1Securities Act of 1933, 2019 (collectively as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects as to form with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits applicable requirements of the appropriate act and schedules thereto the rules and documents incorporated by reference therein, the “Parent SEC Documents”)regulations thereunder. As of their respective dates or, if amended, as of (taking into account any amendments or supplements thereto filed prior to the date of the last such amendmenthereof), the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent SEC Documents fairly present in all material respects Company's Annual Report on Form 10-K for the consolidated year ended December 31, 2000 and the unaudited financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as statements of the date of Company included in the last such amendment), and Company's Quarterly Report on Form 10-Q (the consolidated results of their operations and their consolidated cash flows "COMPANY 10-Q") for the respective periods then period ended June 30, 2001 have been prepared in accordance with United States generally accepted accounting principles (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments). Except as disclosed in the Company SEC Reports, there are no agreements, arrangements or understandings, or relationships or items of indebtedness, involving the Company or any of its Significant Subsidiaries of the type which would be required to be disclosed pursuant to Item 404(a), (b) or (c) of Regulation S-K under the Exchange Act.

Reports and Financial Statements. (a) Parent Discount has previously made available to Hi/Lo true and complete copies of: (i) Discount's Annual Reports on Form 10-K filed with the SEC for each of its Subsidiaries has the fiscal years ended 1995 through 1997; (ii) Discount's Quarterly Reports on Form 10-Q filed or furnished all formswith the SEC for the quarter ended September 2, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be 1997; (iii) each definitive proxy statement filed or furnished by it Discount with the SEC since January 1May 30, 2019 1995; (collectively iv) each final prospectus filed by Discount with the SEC since May 30, 1995; and (v) all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed by Discount with the SEC since the end of its last fiscal year. (b) Except as disclosed in Discount's Disclosure Letter, all of Discount's Annual Reports, Quarterly Reports, proxy statements and prospectuses filed with the SEC since May 30, 1995 (collectively, "Discount SEC Reports") at the time filed (and in each the case including all exhibits of registration statements and schedules thereto and documents incorporated by reference thereinproxy statements, on the “Parent SEC Documents”). As dates of their respective effectiveness and the dates orof mailing, if amended, respectively) (i) complied as of the date of the last such amendment, the Parent SEC Documents complied to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Discount SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent Discount and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein otherwise disclosed in the notes thereto or in the notes theretocase of unaudited statements, as permitted by Form 10-Q). Since May 30, 1995, Discount has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the Exchange Act, the Securities Act and the rules and regulations of the SEC.

Reports and Financial Statements. (a) The Parent and each of its Subsidiaries has filed or furnished with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with and its Subsidiaries since December 31, 1993 under the SEC Exchange Act or the Securities Act (as such documents have been amended since January 1the time of their filing, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “"Parent SEC Documents”"). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities ActDocuments, the Exchange Act and the Xxxxxxxx-Xxxxx Actincluding, as the case may bewithout limitation, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents misleading and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present have been prepared from, and are in accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 31, 2019 2002 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"Parent SEC Documents”"). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the "Subsequent Parent SEC Documents") will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects respects, and included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2002, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (ai) Parent Each of the Company, Irvine Apartment Communities, L.P., a Delaware limited partnership (the "OP"), and each of its Subsidiaries IAC Capital Trust, a Delaware business trust (the "Trust"), has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since since, in each case, the later of (i) January 1, 2019 1996 and (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kii) its formation (collectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Parent "SEC Documents”Reports"). As No other Company Sub is required to file any form, report or other document with the SEC. None of the SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements this Agreement or of the Securities ActClosing Date, then on the Exchange Act and the Xxxxxxxx-Xxxxx Actdate of such filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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 that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present Reports presents fairly, in all material respects respects, (i) the consolidated financial position and consolidated results of Parent operations and its consolidated Subsidiaries, as at cash flows of the respective dates thereof Company and the OP and (if amendedii) the financial position and results of operations and cash flows of the Trust, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows respective dates or for the respective periods then ended set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount. All of such SEC Reports, as of their respective dates (and as of the date of any other adjustments described amendment to the respective SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except for liabilities and obligations referred to in any of the SEC Reports (including, without limitation, the financial statements included therein) filed prior to the date of this Agreement, including the notes thereto) in conformity with GAAP (except, and except for liabilities and obligations incurred in the case ordinary course of business since September 30, 1998, neither the unaudited statementsCompany nor any Company Sub has any liabilities or obligations of any nature which, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, would have a Material Adverse Effect on the Company.

Reports and Financial Statements. (a) Parent ETP and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2012 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinETP or any of its Subsidiaries, the “Parent ETP SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent ETP SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent ETP SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent ETP SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent ETP included in the Parent ETP SEC Documents fairly present in all material respects the consolidated financial position of Parent ETP and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent The IMA Common Stock has been registered under Section 12(g) of the Exchange Act and each the Purchaser is subject to the periodic reporting requirements of its Subsidiaries Section 13 of the Exchange Act. The Purchaser has previously furnished or otherwise made available to the Company true and complete copies of: (i) the Annual Reports on Form 10-K filed or furnished by the Purchaser with the SEC for the fiscal years ended October 31, 2014 and 2015; (ii) the Quarterly Reports on Form 10-Q filed by the Purchaser with the SEC for the quarters ended January 31, 2016, April 30, 2016, and July 31, 2016; and (iii) all formsCurrent Reports, documentsif any, reports, schedules, certifications, prospectuses, registration and other statements required to be on Form 8-K filed or furnished by it the Purchaser with the SEC since January 1, 2019 2015. (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). b) As of their respective dates ordates, if amended, as of such reports filed by the Purchaser prior to the date of hereof (collectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the last such amendmentdate hereof, the Parent “Purchaser SEC Documents Reports”) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder in effect as of the date of filing, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Purchaser SEC Report was amended or was superseded by a later filed Purchaser SEC Report, none of the Purchaser SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements included in the Purchaser SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Except as reflected in the Purchaser Disclosure Schedules, the Purchaser has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Purchaser represents and warrants to the Company that, as of the respective dates thereof, all reports of the type referred to in this Section 4.4 that the Purchaser files with the SEC on or after the date hereof 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 were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated audited financial statements and the unaudited interim financial statements included in such reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents will fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Purchaser as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows or other information included therein for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments adjustments), and to any other adjustments described therein, including the notes thereto) will be prepared in conformity each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). (c) The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Purchaser is made known on a timely basis to the individuals responsible for the preparation of the Purchaser’s filings with the SEC and other public disclosure documents. (d) The Chief Executive Officer and the Chief Financial Officer of the Purchaser have signed, and the Purchaser has furnished to the SEC, all certifications required by Sections 302 and 906 of the Saxxxxxx-Xxxxx Xct of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Purchaser nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since January 1December 31, 2019 2015 (collectively with all such forms, documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent since such date, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Parent SEC Documents Documents, contained any untrue statement of a material fact or omitted to state any 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 Parent’s Subsidiaries is, except that information set forth in or at any time since December 31, 2014 has been, required to file any forms, reports or other documents with the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments that are not material and to any other adjustments described therein, including the notes thereto), (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply as to form in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements required to be filed or furnished by it documents with the SEC since January 1December 31, 2019 1993 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "Company SEC Documents”Reports"). . (b) As of their respective dates orits filing date, if amended, as of the date of the last such amendment, the Parent each Company SEC Documents complied in all material respects with the requirements of the Securities Act, Report filed pursuant to the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that information set forth in the Parent SEC Documents as of such statements have been modified or superseded by a later date filed Company SEC Report. (but before c) Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the date of this Agreement) will be deemed to modify information Securities Act as of an earlier date. As of the date such registration statement or amendment became effective did not contain any untrue statement of this Agreementa material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, there are no outstanding or unresolved comments received from in the SEC staff with respect light of the circumstances under which they were made, not misleading, except to the Parent extent that such statements have been modified or superseded by a later filed Company SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationReport. (bd) The consolidated financial statements (including all including, in each case, any related notes and schedulesnotes) of Parent included contained in the Parent Company SEC Documents fairly present Reports complied as to form in all material respects with the consolidated financial position of Parent applicable published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated therein in the notes to such financial statements or, in the case of unaudited statements, as permitted for presentation in Quarterly Reports on Form 10-Q), and fairly presented in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments) the financial position of the Company as at the respective dates and the results of its operations and cash flows for the respective periods indicated. The audited balance sheet of the Company as of December 31, 1998 is referred to herein as the "Company Balance Sheet". (e) Since December 31, 1993, the Company has made all required filings with the FERC and any appropriate state public utilities commission, except for such filings the failure to make which would not, individually or in the notes thereto)aggregate, be reasonably expected to have a Company Material Adverse Effect.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Except as set forth in Schedule 2.6(a), the Company has filed or furnished all required forms, documents, reports, schedules, certifications, prospectuses, registration reports and other statements documents with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it with pursuant to the SEC since January 1, 2019 federal securities laws and the rules and regulations promulgated thereunder (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent "SEC Documents”"). As , all of which have complied as of their respective filing dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None of such forms, and none of reports or documents at the Parent SEC Documents time filed contained any untrue statement of a material fact or omitted to state any 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, except provided, that, if any such form, report or document has been amended by a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such form, report or document, but shall apply to such later-filed SEC Document at the time filed. Except to the extent that information set forth contained in the Parent any SEC Documents as of Document has been revised or superseded by a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementlater-filed SEC Document, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing SEC review or investigation. (b) the circumstances under which they were made, not misleading. The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent SEC Documents fairly present comply as to form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and its 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 unaudited statements, to normal year-end audit adjustments), provided, that, if any such financial statements have been restated in a later-filed SEC Document filed and publicly available prior to the date hereof, then the representation contained in this sentence shall not apply to such financial statements, but shall apply to such restated financial statements in such later-filed SEC Document at the time filed. All SEC Documents filed with the SEC by the Company on or after December 31, 1998 are listed on Schedule 2.6(a). (b) The unaudited financial statements of the Company as at and for the period ended November 30, 1999, including without limitation the Company's unaudited balance sheet as at November 30, 1999 (the "November Balance Sheet"), previously provided to Investor, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in Schedule 2.6, neither the Company nor any of its Subsidiaries has any liabilities or obligations, contingent or otherwise, which are not reflected on the November Balance Sheet that would result in a Material Adverse Effect. (c) The receivables of the Company are bona fide, collectible receivables, arose out of arms-length transactions in the ordinary course of business consistent with past practice, and are recorded correctly on the Company's books and records, subject to the limitations set forth on Schedule 2.6(c). Such receivables are not subject to any counterclaim or setoff not reflected in the reserves set forth on the Company's financial statements. (d) The finished goods contained in the inventory of the Company are saleable in the ordinary course of business at prevailing market conditions, subject to the limitations set forth on Schedule 2.6(d). The inventory of the Company has been valued in the financial statements at the lower of cost (FIFO) or market and in a consistent manner with respect to all periods covered thereby. Schedule 2.6(d) sets forth the Company's practices and procedures with respect to the valuation of inventory. The Company is not under any liability or obligation with respect to the return of any material portion of any inventory or merchandise in the possession of wholesalers, distributors, retailers or other customers, except for loaners and demos in the possession of customers with an aggregate value of less than $360,000. Except as described on Schedule 2.6(d) no inventory of the Company is on consignment.

Reports and Financial Statements. The Buyer has delivered or otherwise made available to Seller complete and accurate copies, as amended or supplemented, of (a) Parent its Post-Effective Amendment No. 5 to its Registration Statement on Form S-1, dated January 24, 2005; (b) Annual Report on Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and each of its Subsidiaries has filed or furnished Exchange Commission (the “SEC”), and (c) all forms, documents, other reports, schedulesregistrations statements or other filings made by the Buyer under the Exchange Act or the Securities Act with the SEC since September 30, certifications, prospectuses, registration 2004 (the reports and other statements filings listed in (a)-(c) above are hereinafter referred to as the “Buyer SEC Reports”). The Buyer SEC Reports include all of the documents required to be filed or furnished by it the Buyer under Section 15(d) of the Exchange Act with the SEC since January 1September 30, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent 2004. The Buyer SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder when filed. As of their respective dates, and none of the Parent Buyer SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As The audited financial statements and unaudited financial statements of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Buyer included in the Parent Buyer SEC Documents fairly present Reports (i) complied as to form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto when filed, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectii) were prepared in all material respects in accordance with GAAP, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved (covered thereby except as may be indicated therein or in the notes thereto), and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, (iii) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent in all material respects with the books and records of the Buyer.

Reports and Financial Statements. R&B has previously furnished to FDC true and complete copies of: (a) Parent R&B's Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of its Subsidiaries has the years ended December 31, 1994 through 1996; (b) R&B's Quarterly Report on Form 10-Q filed or furnished with the SEC for the quarter ended March 31, 1997; (c) each definitive proxy statement filed by R&B with the SEC since December 31, 1994; (d) each final prospectus filed by R&B with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be Current Reports on Form 8-K filed or furnished by it R&B with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)1997. As of their respective dates ordates, if amendedsuch reports, as of the date of the last such amendmentproxy statements and prospectuses (collectively, the Parent "R&B SEC Documents Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except . Except to the extent that information set forth contained in the Parent any R&B SEC Documents as of Report has been revised or superseded by a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementfiled R&B SEC Report, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent R&B SEC Documents is Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing SEC review or investigation. (b) the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the R&B SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent R&B and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in each case in accordance with past practice and generally accepted accounting principles in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). Since January 1, 1996, R&B has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1, 1998 under the Securities Act of 1933, as amended (athe "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the 1935 Act, the Federal Power Act, as amended (the "POWER ACT"), the Atomic Energy Act of 1954, as amended (the "ATOMIC ENERGY ACT") Parent and each of its Subsidiaries has applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or furnished the appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed by the Company or furnished by it its predecessor with the SEC since January 1, 2019 1998 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent "COMPANY SEC Documents”REPORTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. True, accurate and complete copies of the certificate of incorporation and by-laws of the Company, as in effect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements The filings required to be filed or furnished made by it with Western Resources and the SEC Western Resources Subsidiaries since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of 1992 under the Securities Act, the Exchange Act Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC, the FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations promulgated thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and none definitive proxy statement filed with the SEC by Western Resources pursuant to the requirements of the Parent Securities Act or Exchange Act since January 1, 1992, as such documents have since the time of their filing been amended. As of their respective dates, the Western Resources SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Western Resources included in the Parent Western Resources SEC Documents fairly present Reports (collectively, the "Western Resources Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles and Western Resources' By-Laws, as in effect on the date hereof, are included (or incorporated by reference) in the Western Resources SEC Reports.

Reports and Financial Statements. Inprise has made available to Corel prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) Parent and each filed by Inprise or any of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 1997 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Parent "Inprise Reports"), which are all the documents (other than preliminary material) that Inprise and its Subsidiaries were required to file with the SEC Documents”)since such date. As Except as disclosed in Section 3.05 of the Inprise Disclosure Letter, as of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents Inprise Reports (i) complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents The audited consolidated financial statements and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The unaudited interim consolidated financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of Parent included in the Parent SEC Documents fairly present Inprise Reports (the "Inprise Financial Statements") complied as to form in all material respects with the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in accordance with generally accepted accounting principles in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP United States (except, in the case of the unaudited statements, as permitted by the SEC"U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Inprise and its Subsidiaries taken as a whole)) the consolidated financial position of Inprise and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.05 of the Inprise Disclosure Letter, each Subsidiary of Inprise is treated as a consolidated subsidiary of Inprise in the Inprise Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, reports, schedulesregistration statements, certifications, prospectuses, registration and other statements documents required to be filed or furnished by it with the Securities and Exchange Commission ("SEC") since October 11, 1996 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the "Company SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”Filings"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations thereunder (the "1933 Act, ") and the Securities Exchange Act of 1934 and the Xxxxxxxx-Xxxxx rules and regulations thereunder (the "1934 Act"), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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 that information set forth . The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent Company SEC Documents as of a later date (Filings, including but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect not limited to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated Company's audited financial statements at and for the year ended December 31, 1998 (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment"Company 1998 Financials"), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, i) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the income, cash flows, and changes in stockholders' equity for the periods involved (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that were not and are not, individually or in the aggregate, expected to have a Company Material Adverse Effect). The statements of earnings included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. (ai) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Parent "Company SEC Documents”Reports"). As None of the Company SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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 they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Company SEC Reports and the unaudited interim financial statements as of and for the twenty four weeks ended June 18, 1999 previously provided to Parent SEC Documents fairly (the "Interim Financial Statements") present fairly, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that have not been and are not expected to any other adjustments described therein, including be material in amount and the absence of notes thereto. Such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) in conformity with GAAP (except, Except as set forth in the case Company SEC Reports filed prior to the date of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein this Agreement or in the notes thereto)Interim Financial Statements, and except for liabilities and obligations incurred in the ordinary course of the Company's business since June 18, 1999, the Company does not have any liabilities or obligations required by GAAP to be set forth on a consolidated balance sheet of the Company which would, individually or in the aggregate, have a Material Adverse Effect on the Company.

Reports and Financial Statements. (a) Parent The filings required to be made by LILCO and each of its the LILCO Subsidiaries has since January 1, 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act and applicable state laws and regulations have been filed with the SEC, the FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. LILCO has made available to BUG a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished by it LILCO with the SEC since January 1, 2019 1994 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent "LILCO SEC Documents”REPORTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent LILCO SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent LILCO included in the Parent LILCO SEC Documents fairly present Reports (collectively, the "LILCO FINANCIAL STATEMENTS") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of LILCO as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Restated Certificate of Incorporation and By-laws of LILCO, as in effect on the date hereof, are included (or incorporated by reference) in the LILCO SEC Reports.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished with the SEC all material forms, documentsstatements, reports, schedules, certifications, prospectuses, registration reports and other statements documents (including all post-effective amendments and supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in under each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, and none all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended July 31, 1999, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC Documents contained since January 1, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "COMPANY SEC REPORTS"). The Company SEC Reports are identified on the Company Disclosure Schedule. As of their respective filing dates (and, in the case of any registration statement, the date on which it was declared effective), the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim consolidated financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries LCCI has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC since January 1United States Securities Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, 2019 as amended (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits the rules and schedules thereto and documents incorporated by reference thereinregulations thereunder, the “Parent Exchange Act”), or the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Securities Act”), since December 31, 2001 (collectively, the “LCCI SEC DocumentsReports”). As The LCCI SEC Reports, as of their respective dates dates, or, if in case of any LCCI SEC Reports that have been amended, as of the date of the last any such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent LCCI SEC Documents Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have been amended, as of the date of any such amendment, contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent LCCI included in the Parent LCCI SEC Documents Reports have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and to any other adjustments described therein, including ) the notes thereto) in conformity with GAAP (except, consolidated financial position of LCCI and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of LCCI and its consolidated subsidiaries for the periods then ended. Except as disclosed in the case LCCI SEC Reports, since December 31, 2005 there has been no change in any of the unaudited statements, as permitted by the SECsignificant accounting (including tax accounting) applied on a consistent basis during the periods involved (except as may be indicated therein policies or in the notes thereto)procedures of LCCI or any of its consolidated subsidiaries.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC Securities and Exchange Commission (the "SEC") since January 1December 31, 2019 2002 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "Company SEC Documents”"). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent Company SEC Documents complied in all material respects respects, and all documents required to be filed by the Company with the SEC after the date hereof and prior to the Effective Time (the "Subsequent Company SEC Documents") will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Company SEC Documents contained contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Company included in the Parent Company SEC Documents fairly present in all material respects respects, and included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2002, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (a) Parent and each Except as set forth on Schedule 3.5(a) of its Subsidiaries the SkyTerra Disclosure Schedule, SkyTerra has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent SkyTerra SEC DocumentsReports”), and has previously made available to Motient true and complete copies of all such SkyTerra SEC Reports. As Such SkyTerra SEC Reports, as of their respective dates or, (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Documents date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent SkyTerra included in the Parent SkyTerra SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein), in all material respects, the consolidated financial position of SkyTerra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of SkyTerra since December 31, 2005. (b) Except as set forth on Schedule 3.5(b) of the notes theretoSkyTerra Disclosure Schedule, SkyTerra maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (exceptiii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since January 1, 2005, neither SkyTerra nor, to SkyTerra’s knowledge, any director, officer, employee, auditor, accountant or representative of SkyTerra has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the case accounting or auditing practices, procedures, methodologies or methods of the unaudited statementsSkyTerra or SkyTerra’s internal accounting controls, including any complaint, allegation, assertion or claim that SkyTerra has engaged in questionable accounting or auditing practices. No attorney representing SkyTerra, whether or not employed by SkyTerra, has reported “evidence of a material violation” (as permitted by the SECdefined in 17 CFR Part 205) applied on a consistent basis during the periods involved (except as may be indicated therein to SkyTerra’s board of directors or in the notes thereto)any committee thereof or to any director or officer of SkyTerra.

Reports and Financial Statements. (a) Parent has previously furnished the Company with true and each complete copies of its Subsidiaries has (i) Annual Report on Form 10-K for the year ended December 31, 1996, as filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC Securities and Exchange Commission (the "Commission"), (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since January 1, 2019 1996, and (iv) all other reports or registration statements filed by Parent with the Commission since January 1, 1996 (except for preliminary material in the case of clauses (iii) and (iv) above) (clauses (i) through (iv) being referred to herein collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the “"Parent SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderof the Commission thereunder applicable to such Parent SEC Reports. As of their respective dates, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim consolidated financial statements of Parent included in the Parent SEC Documents fairly present Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The consolidated financial statements included in the Parent SEC Reports: have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto); present fairly, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited interim consolidated financial statements, to normal year-end audit adjustments and to adjustments, any other adjustments described therein, including therein and the fact that certain information and notes thereto) have been condensed or omitted in conformity accordance with GAAP (except, the Exchange Act and the rules promulgated thereunder; and are in accordance with the case books of account and records of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Parent and its Subsidiaries.

Reports and Financial Statements. (a) Parent ETP and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2010 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinETP or any of its Subsidiaries, the “Parent ETP SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent ETP SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent ETP SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent ETP SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent ETP included in the Parent ETP SEC Documents fairly present in all material respects the consolidated financial position of Parent ETP and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent The Company has delivered or made available upon request to the Purchasers prior to the execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the year ended July 31, 2001, as amended on Form 10-K/A filed on April 4, 2002, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since July 31, 2001, as amended on Form 10-Q/A filed on April 5, 2002, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis Current Reports on Form 8-KK filed since July 31, in each case 2001, as such documents have since the time of their filing been amended or supplemented (together with all reports, documents and information hereafter filed with the SEC, including all exhibits and schedules thereto and documents information incorporated therein by reference thereinreference, collectively, the “Parent "SEC Documents”Reports"). As of their respective dates or, if amended, The SEC Reports (a) complied and will comply as of the date of the last such amendment, the Parent SEC Documents complied to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActSecurities Exchange Act of 1934, as amended (the case may be"Exchange Act"), and the applicable rules (b) did not contain and regulations promulgated thereunder, and none of the Parent SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents The audited consolidated financial statements and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The unaudited interim consolidated financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of Parent included in the Parent SEC Documents fairly present Reports complied and will comply as to form in all material respects with the consolidated financial position of Parent SEC's rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendmentregulations with respect thereto), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material and to the absence of footnotes) the financial position and stockholders' equity of the Company as of the respective dates thereof and the consolidated cash flows for the respective periods then ended. (b) The summary, selected and pro forma financial and statistical data included in the Offering Memorandum present fairly the information shown therein and, excluding projections for the year ending July 31, 2002 (which have been compiled on a basis consistent with the Company's earnings release made in February 2002), have been compiled on a basis consistent with the financial statements included in the SEC Reports. (c) The Company has a duly constituted audit committee of its Board of Directors (the "Audit Committee"), all of whose members are "independent" and such committee has operated in accordance with applicable law and regulations, the requirements of any securities exchange or Nasdaq market on which the Company's securities are traded or listed. The Company's independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee's charter, the Commission's rules and regulations and the applicable rules of Nasdaq or any securities exchange on which the Company has securities listed or traded. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company's audited financial statements for the fiscal year ending July 31, 2002 or have raised any unresolved issues with respect to any of the Company's interim financial statements.

Reports and Financial Statements. (a) Parent The Buyer has previously furnished to the Debtors true and complete copies, each as amended or supplemented to date, of its Subsidiaries has (i) the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed or furnished by the Buyer with the SEC, and (ii) all forms, documents, other reports, schedulesstatements, certifications, prospectuses, registration exhibits and other statements documents filed by the Buyer with the SEC under Section 13 or 15 of the Exchange Act (which are all the reports, statements, exhibits and other documents required to be filed so filed) since December 31, 1997 (such materials, together with any amendments or furnished by it with supplements thereto, collectively being referred to herein as the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”"Buyer Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents Buyer Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained promulgated thereunder applicable to such Buyer Reports and the Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As The audited financial statements and unaudited interim financial statements of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Buyer included in the Parent SEC Documents fairly present Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and, in the case of interim financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer. (b) The accounts receivable of the Buyer and its subsidiaries reflected on the consolidated balance sheet of the Buyer as of June 30, 1998 (the "Buyer Balance Sheet Date"), filed by the Buyer as part of its Quarterly Report on Form 10-Q for the quarter that ended on such date (the "Most Recent Buyer Balance Sheet"), and those arising since the date of the Most Recent Buyer Balance Sheet, are valid receivables subject to no set-offs or counterclaims, net of a reserve for bad debts, which reserve is reflected on the Most Recent Buyer Balance Sheet. The inventories of the Buyer and its subsidiaries reflected on the Most Recent Buyer Balance Sheet are of a quality and quantity useable and/or saleable in the Ordinary Course of Business, except as written down to net realizable value on the Most Recent Buyer Balance Sheet. All inventory shown on the Most Recent Buyer Balance Sheet has been priced at the lower of cost or net realizable value.

Reports and Financial Statements. (a) Parent and each Except as set forth on Schedule 3.5(a) of its Subsidiaries the SkyTerra Disclosure Schedule, SkyTerra has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Parent SkyTerra SEC DocumentsReports”), and has previously made available to Blocker Corporation true and complete copies of all such SkyTerra SEC Reports. As Such SkyTerra SEC Reports, as of their respective dates or, (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Documents date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent SkyTerra included in the Parent SkyTerra SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein), in all material respects, the consolidated financial position of SkyTerra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of SkyTerra since December 31, 2005. (b) Except as set forth on Schedule 3.5(b) of the notes theretoSkyTerra Disclosure Schedule, SkyTerra maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (exceptiii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since January 1, 2005, neither SkyTerra nor, to SkyTerra’s knowledge, any director, officer, employee, auditor, accountant or representative of SkyTerra has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the case accounting or auditing practices, procedures, methodologies or methods of the unaudited statementsSkyTerra or SkyTerra’s internal accounting controls, including any complaint, allegation, assertion or claim that SkyTerra has engaged in questionable accounting or auditing practices. No attorney representing SkyTerra, whether or not employed by SkyTerra, has reported “evidence of a material violation” (as permitted by the SECdefined in 17 CFR Part 205) applied on a consistent basis during the periods involved (except as may be indicated therein to SkyTerra’s board of directors or in the notes thereto)any committee thereof or to any director or officer of SkyTerra.

Reports and Financial Statements. (a) Parent Ensco and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2016 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinEnsco or any of its Subsidiaries, the “Parent Ensco SEC Documents”)) and Ensco has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Ensco with the Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Ensco SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Parent Ensco SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Ensco SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent Ensco SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of Parent Ensco included in the Parent Ensco SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent Ensco and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Ensco and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Ensco SEC Documents. Ensco has heretofore made available to Rowan true, correct and complete copies of all written correspondence between Ensco and the SEC occurring since January 1, 2015. None of the Ensco SEC Documents is, to the knowledge of Ensco, the subject of ongoing SEC review, and no enforcement action has been initiated against Ensco relating to disclosures contained in or omitted from any Ensco SEC Document. (d) Neither Ensco nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Ensco or 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Ensco or any of its Subsidiaries in Ensco’s financial statements or other Ensco SEC Documents.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2018 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of Parent included in the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company, through XXXXX or otherwise, true, correct and complete copies of all material written correspondence between Parent or any of its Subsidiaries and the SEC occurring since January 1, 2018. As of the date of this Agreement, none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent Financial Statements or the Parent SEC Documents.

Reports and Financial Statements. (a) Parent PCA has previously furnished or otherwise made available (by electronic filing or otherwise) to the Company true and each of its Subsidiaries has complete copies of: (i) Annual Reports on Form 10-K filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1for each of the fiscal years ended May 31, 2019 2001 and 2002; and (collectively with all documents filed or furnished on a voluntary basis ii) each Quarterly Report on Form 810-KQ filed with the SEC for the three fiscal quarters occurring since the Annual Report on Form 10-K for the fiscal year ended May 31, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)2001. As of their respective dates ordates, if amendedsuch reports, as of proxy statements and prospectuses filed with the date of the last such amendmentSEC by PCA (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the Parent "SEC Documents REPORTS") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of PCA's Subsidiaries is required to file any forms, except that information set forth in reports or other documents with the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent PCA and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptrecurring adjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). Since it first became required to file reports under the Exchange Act, PCA has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC, and the PCA Common Stock is registered under the Exchange Act. (b) The Company has delivered to PCA copies of the audited balance sheets of the Company as of December 31, 2001, together with the related audited statements of income, stockholders' equity and changes in cash flow for the calendar year ended December 31, 2001, and the notes thereto (such audited financial statements being hereinafter referred to as the "FINANCIAL STATEMENTS"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP throughout the periods covered thereby, and (ii) present fairly in all material respects the financial position, results of operations and changes in cash flow of the Company and its consolidated Subsidiaries as of such dates and for the periods then ended.

Reports and Financial Statements. Corel has made available to Inprise prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) Parent and each filed by Corel or any of its Subsidiaries has filed or furnished all formswith Canadian securities regulatory authorities and the SEC, documents, reports, schedules, certifications, prospectuses, registration the TSE and other statements required to be filed or furnished by it with the SEC Nasdaq since January 1, 2019 1997 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Parent SEC Documents”"Corel Reports"), which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file with the SEC, Canadian securities regulatory authorities and the TSE since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents Corel Reports (i) complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act or Canadian securities laws and the Xxxxxxxx-Xxxxx Act, as the case may beTSE, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents The audited consolidated financial statements and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The unaudited interim consolidated financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of Parent included in the Parent SEC Documents fairly present Corel Reports (the "Corel Financial Statements") complied as to form in all material respects with the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)Canadian securities regulatory authorities with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended were prepared in accordance with generally accepted accounting principles in Canada (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC"Canadian GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Canadian securities laws) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Corel and its Subsidiaries taken as a whole)) the consolidated financial position of Corel and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Corel Disclosure Letter, each Subsidiary of Corel is treated as a consolidated subsidiary of Corel in the Corel Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2011 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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 Parent’s Subsidiaries is required to file any forms, except that information set forth in reports or other documents with the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries, (ii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (iii) have been prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The books and records of Parent and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP. Neither Parent nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, Parent or any of its Subsidiary’s in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Parent MBI has previously furnished Palatin with true and each complete copies of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements documents required to be filed or furnished by it with the SEC since January Commission for the period beginning on April 1, 2019 1996 and ending on the date hereof (collectively together with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Parent "MBI SEC Documents”Reports"). MBI has filed with the Commission all documents it is required by the Commission to file as of the date hereof. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent MBI SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Commission thereunder applicable to such MBI SEC Documents contained Reports. Without limiting the generality of the foregoing sentence, the MBI SEC Reports include as exhibits all documents required to be filed as exhibits to the MBI SEC Reports pursuant to the rules and regulations of the Commission. As of their respective dates, the MBI SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent MBI included in the Parent MBI SEC Documents fairly present Reports comply as to form in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as with applicable accounting requirements of the date Securities Act and with the published rules and regulations of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, Commission with respect thereto. The financial statements included in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoMBI SEC Reports (i) have been prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of MBI and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of MBI and its subsidiaries.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements The filings required to be filed or furnished made by it with the SEC CNG and its subsidiaries since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of 1996 under the Securities Act, the Exchange Act, the Power Act, the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act of 1978 (the "Gas Policy Act"), the 1935 Act and applicable state laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC, the FERC or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied in all material respects with all applicable requirements of the appropriate act and the applicable rules and regulations promulgated thereunder. CNG has made available to DRI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by CNG with the SEC under the Securities Act and the Exchange Act, since January 1, 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "CNG SEC Reports"). The CNG SEC Reports, including without limitation any financial statements or schedules included therein, at the time filed, and none of any forms, reports or other documents filed by CNG with the Parent SEC Documents contained after the date hereof, did not and will not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent CNG included in the Parent CNG SEC Documents fairly present in all material respects Reports (collectively, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)"CNG Financial Statements") have been prepared, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectwill be prepared, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present the consolidated financial position of CNG as of the respective dates thereof or the consolidated results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments.

Reports and Financial Statements. (a) Parent Except where failure to have done so did not and each of its Subsidiaries would not have a Material Adverse Effect on the Purchaser, the Purchaser has filed or furnished all forms, documents, reports, schedulesregistrations and statements, certificationstogether with any required amendments thereto, prospectuses, registration and other statements that it was required to be filed or furnished by it file with the SEC since January 1under the Securities Act and the Exchange Act, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8including, but not limited to Forms 10-K, in each case including all exhibits Forms 10-Q, Forms 8-K and schedules thereto and documents incorporated by reference thereinproxy statements (collectively, the “Parent SEC Documents”"LTC Reports"). As of their respective dates or(but taking into account any amendments filed prior to Closing Date), if amended, as of (i) the date of the last such amendment, the Parent SEC Documents LTC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and all the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, by the SEC and (ii) none of the Parent SEC Documents LTC Reports contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As The financial statements of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Purchaser included in the Parent SEC Documents fairly present LTC Reports comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of Parent and its consolidated Subsidiariesthe SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except, as at noted therein, or, in the respective dates thereof (if amendedcase of the unaudited statements, as permitted by Form 10-Q of the date of the last such amendment), SEC) and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including adjustments) the notes thereto) in conformity with GAAP (except, in the case financial position of the unaudited statements, Purchaser and its consolidated subsidiaries as permitted by of the SEC) applied on a consistent basis during dates thereof and the results of their operations and their cash flows for the periods involved (except as may be indicated therein or in the notes thereto)then ended.

Reports and Financial Statements. FDC has previously furnished to R&B true and complete copies of: (a) Parent and FDC's Annual Reports on Form 10-K filed with the SEC for each of its Subsidiaries has the years ended December 31, 1994 through 1996; (b) FDC's Quarterly Report on Form 10-Q filed or furnished with the SEC for the quarter ended March 31, 1997; (c) each definitive proxy statement filed by FDC with the SEC since December 31, 1994; (d) each final prospectus filed by FDC with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be Current Reports on Form 8-K filed or furnished by it FDC with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)1997. As of their respective dates ordates, if amendedsuch reports, proxy statements and prospectuses (collectively, "FDC SEC Reports") (i) complied as of the date of the last such amendment, the Parent SEC Documents complied to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except . Except to the extent that information set forth contained in the Parent any FDC SEC Documents as of Report has been revised or superseded by a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementfiled FDC SEC Report, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent FDC SEC Documents is Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statement therein, in light of ongoing SEC review or investigation. (b) the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the FDC SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent FDC and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). Since January 1, 1996, FDC has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The filings required to be made by the Company and its subsidiaries since January 1, 1995 under the Securities Act of 1933, as amended (athe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), the Federal Power Act, as amended (the "Power Act") Parent and each of its Subsidiaries has applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC") or furnished the appropriate state public utilities commission, as the case may be, including all forms, documentsstatements, reports, schedulesagreements (oral or written) and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. The Company has delivered or made available to Parent a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished by it the Company with the SEC since January 1, 2019 1995 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent the Company included in the Parent Company SEC Documents fairly present Reports (collectively, the "Company Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of the Company, as in effect on the date hereof, have been made available to Parent.

Reports and Financial Statements. (a) Parent The Partnership and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, schedules certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2018 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent the Partnership included in the Parent Partnership SEC Documents fairly present in all material respects the consolidated financial position of Parent the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all formsSince January 1, documents2005, reports, schedules, certifications, prospectuses, registration and other statements the filings required to be made by the Company and the Company Subsidiaries under the Securities Act or the Exchange Act have been timely filed or furnished with the SEC, including within any additional period provided pursuant to Rule 12b-25 under the Exchange Act. Each report, schedule, form, registration statement, definitive proxy statement and other document filed by it the Company with the SEC since January 1, 2019 2005 (collectively with all as such documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhave since the time of their filing been amended, the “Parent Company SEC DocumentsReports”). As of their respective dates or, if amended, as of the date of the last such amendmentits respective date, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents misleading and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The audited consolidated financial position of Parent statements and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as unaudited interim financial statements of the date Company included in the Company SEC Reports (collectively, the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (subject, “GAAP”) (except as may be indicated therein or in the case of the unaudited statements, notes thereto and except with respect to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, interim financial statements as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present in all material respects the financial position of the Company and the Company Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in conformity with GAAP, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Except as disclosed in the Company SEC Reports filed prior to the date hereof, since January 1, 2005, the Company has at all times been in material compliance with the rules and regulations of the NYSE. At no time has the Company Partnership or any other Company Subsidiary been subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Each form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002 and that was required under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to be accompanied by the officer certifications required under such Act was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder. The Proxy Statement, including the documents incorporated by reference therein, did not as of their respective dates, and will not as of the Closing Date, 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 not misleading and complied and will comply in all material respects with all applicable requirements of the Exchange Act and the rules and regulations thereunder.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2011 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Sarbanes Oxley Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and complete copies of all written correspondence between Parent and the SEC occurring since January 1, 2010. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one 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 arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents

Reports and Financial Statements. (a) Parent and each of its Subsidiaries The Company has timely filed or furnished with the SEC all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with since December 31, 1999 under the SEC Securities Act or the Exchange Act (such documents, as supplemented or amended since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe time of filing, the “Parent "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Company SEC Documents Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and (including requirements as to the Xxxxxxxx-Xxxxx Actfiling of exhibits), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date and (but before the date of this Agreementiii) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Company SEC Reports filed after July 30, 2002, at the Parent SEC Documents and none time filed complied in all material respects with the applicable requirements of the Parent Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including, witxxxx xxxxxxxxxn, that, to the extxxx xxxxxxxx, each periodic report was accompanied by the certifications required by Section 906 and Section 302 of the Sarbanes-Oxley Act and included the disclosure required by Item 307 ox Xxxxxxxxxx X-K promulgated by the SEC Documents is the subject of ongoing SEC review or investigation. (b) "Regulation S-K"). The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present present, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows and other information included therein for the respective periods then ended (subjectset forth therein, in the each case of the unaudited statements, to normal year-end audit adjustments in accordance with past practice and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, generally accepted accounting principles in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein otherwise disclosed in the notes thereto and subject, in the case of interim financial statements, where appropriate, to normal year-end adjustments that would not, individually or in the notes theretoaggregate, be material in amount or effect).

Reports and Financial Statements. (a) Parent and each Except as set forth in Section 7.5 of its Subsidiaries has filed or furnished all formsthe Western Resources Disclosure Schedule, documents, reports, schedules, certifications, prospectuses, registration and other statements the filings required to be filed or furnished made by it with Western Resources, KGE and the SEC Western Resources Subsidiaries since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of 1994 under the Securities Act, the Exchange Act Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC, the FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the applicable rules and regulations promulgated thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and none definitive proxy statement filed with the SEC by Western Resources and KGE pursuant to the requirements of the Parent Securities Act or Exchange Act since January 1, 1994, as such documents have since the time of their filing been amended. As of their respective dates, the Western Resources SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Western Resources included in the Parent Western Resources SEC Documents fairly present Reports (collectively, the "Western Resources Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources and KGE as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-Laws, the articles of incorporation of KGE and the by-laws of KGE, as in effect on the date hereof, are included (or incorporated by reference) in the Western Resources SEC Reports.

Reports and Financial Statements. The Representing Party has previously furnished or made available to the other Representing Party complete and correct copies of: (a) Parent such Representing Party's (and any of its Subsidiaries') Annual Reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1996 through 1998; (b) such Representing Party's (and any of its Subsidiaries') Quarterly Reports on Form 10-Q filed with the SEC for each of the fiscal quarters ended following such Representing Party's last fiscal year end; (c) each definitive proxy statement filed by such Representing Party or any of its Subsidiaries has with the SEC since March 1, 1996; (d) each final prospectus filed or furnished by such Representing Party with the SEC since December 31, 1995; and (e) all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be Current Reports on Form 8-K filed or furnished by it such Representing Party with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”)1998. As of their respective dates ordates, if amendedsuch reports, as of the date of the last such amendmentproxy statements and prospectuses (collectively, with any amendments, supplements and exhibits thereto, the Parent "SEC Documents Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any 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, except . Except to the extent that information set forth contained in the Parent any SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Report of the date of this AgreementRepresenting Party has been revised or superseded by an SEC Report subsequently filed by the Representing Party, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent Representing Party's SEC Documents is Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing SEC review or investigation. (b) the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Representing Party's SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent the Representing Party and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto). Since January 1, 1998, the Representing Party has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries Except as set forth in Schedule 4.06, the Company has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1, 2019 1995 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “"Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Documents”)Reports. As Such Company SEC Reports, as of their respective dates orexcept to the extent that such Company SEC Reports were subsequently amended or restated, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent such Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state any 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. Except to the extent that such Company SEC Reports were subsequently amended or restated, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As financial statements of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent Company included in the Parent Company SEC Documents Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, statements to normal recurring year-end audit adjustments and to any other adjustments described therein, including ) the notes thereto) in conformity with GAAP (except, in the case consolidated financial position of the unaudited statements, Company and its consolidated Subsidiaries as permitted by at the SEC) applied on a consistent basis during dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods involved then ended. Since December 31, 1996, there has been no change in any of the significant accounting (except as may be indicated therein including tax accounting) policies, practices or in procedures of the notes thereto)Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. (a) Parent Palatin has previously furnished MBI with true and each complete copies of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements documents required to be filed or furnished by it with the SEC since January Commission for the period beginning July 1, 2019 1996 and ending on the date hereof. Palatin has filed with the Commission all documents it is required by the Commission to file as of the date hereof (collectively together with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Parent "Palatin SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent Palatin SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Commission thereunder applicable to such Palatin SEC Documents contained Reports. As of their respective dates, the Palatin SEC Reports did not contain any untrue statement of a material fact or omitted omit to state any 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, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents and none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent Palatin included in the Parent Palatin SEC Documents fairly present Reports comply as to form in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as with applicable accounting requirements of the date Securities Act and with the published rules and regulations of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, Commission with respect thereto. The financial statements included in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoPalatin SEC Reports (i) have been prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of Palatin and its subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books of account and records of Palatin and its subsidiaries.