Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, the "Company SEC Reports"). None of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company has delivered previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K for and Amendment No. 1 to the year ended November 30, 1996 and (ii) Company's Quarterly Annual Report on Form 10-Q K/A for the quarterly period year ended February 28December 31, 19972006, each in the form (including exhibits and any amendments thereto) as filed with the SECCommission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company has timely filed with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on Schedule 3.01(d), the Company Commission Filings constituted all reports of the documents required to be filed by the Company with the SEC pursuant to the Exchange Act Commission since January 1December 31, 1994 (collectively, the "Company SEC Reports"2005. Except as set forth on Schedule 3.01(d). None of such Company SEC Reports, as of their respective dates, contained such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and 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. Each The audited consolidated financial statements and any unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Company SEC Reports fairly presents the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subjectthereto and, in the case of unaudited the quarterly financial statements, to normal yearas permitted by Form 10-end adjustments), Q under the Exchange Act) and fairly present in all in conformity with generally accepted accounting principles ("GAAP") consistently applied during material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November Since September 30, 1996 (the "Audit Date")2001, including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company Buyer has timely filed all reports required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Securities and Exchange Act since January 1, 1994 Commission (collectively, the "Company Buyer SEC Reports"). None of such Company The Buyer SEC Reports, as of their respective dates, contained did not, and any Buyer SEC Reports filed with the Securities and Exchange Commission after the date hereof will 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. Each of the balance sheets (including the related notes and schedules) financial statements included or to be included in or incorporated by reference into the Company Buyer SEC Reports fairly presents or will present fairly, in all material respects, the consolidated financial position and consolidated results of Company operations and cash flows of Buyer and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (therein, all in accordance 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 adjustments)adjustments that will not be material in amount. All of such Buyer SEC Reports, as of their respective dates, complied as to form in all in conformity material respects with generally accepted accounting principles ("GAAP") consistently applied during the periods involvedapplicable requirements of the Securities Act of 1933, except as otherwise noted thereinamended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Since January 1, 2000, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective datesfiling dates except as amended or supplemented prior to the date hereof, contained in which case as of the filing date of that amendment or supplement, the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Company has delivered to Purchaser each registration statementExcept as set forth on Schedule 4.5, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1997 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Since December 31, except as otherwise noted therein1998, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. Since June 30, 1998, the Company has delivered to Purchaser each registration statementfiled with the SEC all material forms, schedulestatements, reportreports and documents (including all exhibits, proxy statement or information statement prepared by it since November 30, 1996 post-effective amendments and supplements thereto) (the "Audit DateCOMPANY SEC REPORTS"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with by it under each of the SEC pursuant to Securities Act, the Exchange Act since January 1and the respective rules and regulations thereunder, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, contained except as amended or supplemented prior to the date hereof, the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "COMPANY 10-K") and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the period ended September 30, 2001 have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly presents present in all material respects the consolidated financial position posi- tion of Company the Company, the FUMI Share Trust and its consolidated their respective subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statementExcept as set forth on Schedule 4.5, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Except as set forth on Schedule 4.5, except as otherwise noted thereinsince December 31, 1998, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report Except as set forth on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997Schedule 4.8, each in the form of Xcorporeal and NQCI has timely (including exhibits and any amendments theretoapplicable extensions) filed with the SEC, and Company has timely filed all reports required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1December 31, 1994 2006 (collectively, the "“Company SEC Reports"”), and has previously made available to Purchaser true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Xcorporeal included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein presented (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of Xcorporeal as at the dates thereof and the consolidated results of operations and cash flows of Xcorporeal for the periods involvedthen ended. Since December 31, except as otherwise noted therein2008, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of Xcorporeal or Operations.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January December 1, 1994 1993 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None of such Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved, indicated (except as otherwise noted therein) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for each of the periods then ended, except that in the case of the unaudited consolidated financial statements included in any Form 10-Q, the presentation and disclosures conform with the applicable rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements. Except as set forth on Schedule 4.6, since December 1, 1993, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. Company AIX has delivered previously furnished to Purchaser each registration statementITEQ true and complete copies of (a) all annual reports filed with the Commission pursuant to the Securities Exchange Act of 1934, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 as amended (the "Audit DateExchange Act"), includingsince September 30, without limitation1994, (ib) CompanyAIX's Annual Report quarterly and other reports filed with the Commission since September 30, 1994, (c) all definitive proxy solicitation materials filed with the Commission since September 30, 1994, and (d) any registration statements declared effective by the Commission since September 30, 1994. The consolidated financial statements of AIX and its subsidiaries included in AIX's most recent report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report most recent report on Form 10-Q for the quarterly period ended February 28Q, 1997, each in the form (including exhibits and any amendments thereto) other reports filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to Commission by AIX under the Exchange Act since January 1, 1994 (collectively, the "Company SEC AIX Reports"). None of such Company SEC Reports) were, or (if filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for AIX and its subsidiaries as of the dates thereof and the consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements, contained for normal year-end adjustments which are not material); and the AIX Reports did not and will 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 light of the circumstances under which they were made, not misleading. Each Since September 30, 1994, AIX has filed with the Commission all reports required to be filed by AIX under the Exchange Act and the rules and regulations of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinCommission.

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required ----------------------------------- reports, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act Commission since January 1April 16, 1994 2001 (collectively, the "Company SEC Reports"). None All of such Company ----------- the SEC Reports, as of their respective datesdates (and, as of the date of any amendment to such SEC Reports), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. None of the SEC Reports as of their respective dates (and, if amended or superceded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates period set forth therein (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 the absence of notes and normal year-end adjustments), all adjustments that have not been and are not expected to be material in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinamount.

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SECSEC all forms, statements and Company has timely filed reports (including all reports post-effective amendments and supplements thereto) and all material documents required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 as exhibits thereto (collectively, the "Company COMPANY SEC ReportsREPORTS"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes were prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis (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 changes in financial position for the periods involvedthen ended. The Company's Annual Report on Form 10-K for the twelve months ended December 31, except 1999, the Company's Quarterly Report on Form 10-Q (the Company 10-Q") for the quarterly period ended September 30, 2000 (collectively, the "Company Financial Statements") are collectively referred to as otherwise noted thereinthe "COMPANY RECENT SEC REPORTS".

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 1999 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10- Q (the "Company 10-Q") for the quarterly period ended March 31, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all in conformity with generally accepted accounting principles (1999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on June 5, 2000 are collectively referred to as the "GAAPCompany Recent SEC Reports") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Since January 1, 1995, the Company has delivered filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under each of the Securities Act, 1996 the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the "Audit Date")case of filing under the Securities Act, includingat the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder, without limitationexcept as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (ia) Company's Annual Report on Form 10-K for the year ended November June 30, 1996 and 1997, as filed with the SEC, (iib) Company's Quarterly Transition Report on Form 10-Q K for the quarterly period six months ended February 28December 31, 1997, each (c) 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 form (including exhibits and any amendments thereto) filed with the SECdate hereof, and (d) all other reports, including quarterly reports, and registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1996 (collectivelyother than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (d) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective datesdates (or, contained in the case of filing under the Securities Act, at the time of effectiveness), the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries Company's Transition Report on Form 10-K for the respective periods or as of six months ended December 31, 1997 (collectively, the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments"Company Financial Statements"), all have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"except as may be indicated therein or in the notes thereto) consistently applied during 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 involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. Company Since November 34 21, 1986, Enterprises has delivered filed with the Securities and Exchange Commission ("SEC") all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under the Securities Act of 1933, 1996 as amended (the "Audit DateSecurities Act"), includingthe Securities Exchange Act of 1934, without limitationas amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate acts and the rules and regulations thereunder. Enterprises has previously delivered to TBG copies of (i1) Company's its Annual Report Reports on Form 10-K for the year fiscal years ended November 30December 31, 1995, December 31, 1996 and December 31, 1997 (ii) Company's Quarterly Report on Form the "Enterprises 10-Q K"), together with a copy of the annual reports to stockholders for each such year, and (2) its Proxy Statement for the quarterly period ended February 28annual meeting of stockholders held April 17, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1998 (collectively, the "Company Enterprises SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Enterprises SEC Reports 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 light of the circumstances under which they were made, not misleading. Each of the balance sheets (audited consolidated financial statements and unaudited interim consolidated financial statements, including the any related notes and schedules) , of Enterprises included in or incorporated by reference into in such reports (the Company SEC Reports "Enterprises Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present the consolidated financial position of Company Enterprises and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has delivered previously furnished or made available to Purchaser each registration statementthe Buyer complete and accurate copies, scheduleas amended or supplemented, report, proxy statement or information statement prepared by it since November 30, 1996 of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K for the year fiscal years ended November 30July 31, 1996 1994, and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28July 31, 19971995, each in the form (including exhibits and any amendments thereto) as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since July 31, 1994, and (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Company has timely with the SEC since July 31, 1994 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to in this Agreement as the "Company Reports"). The Company Reports constitute all of the documents filed all reports or required to be filed by the Company with the SEC pursuant to the Exchange Act since January 1July 31, 1994 (collectively1994, the "Company SEC Reports")other than any Registration Statement on Form S-8. None of such Company SEC Reports, as As of their respective dates, contained the Company Reports filed since July 31, 1994, 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 light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents filed since July 31, 1994 (together, the consolidated financial position of Company "Financial Statements"), (i) comply as to form in all material respects with applicable accounting requirements and its consolidated subsidiaries as the published rules and regulations of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes and schedulesii) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved, covered thereby (except as otherwise noted therein.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 the consolidated financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof and for the periods referred to

Reports and Financial Statements. Since January 1, 2000, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective datesfiling dates except as amended or supplemented prior to the date hereof, contained in which case as of the filing date of that amendment or supplement, the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company Centennial Bank has timely filed all reports reports, registrations and statements, together with any amendments required to be filed made with respect thereto, that Centennial Bank was required to file with federal and state banking authorities (the SEC pursuant “Reports”), all of which complied with applicable banking laws and regulations, and except for normal examinations conducted by a Regulatory Authority in the regular course of the business of Centennial Bank, to the Exchange Act Seller Parties’ knowledge, no Regulatory Authority is conducting, or has conducted, any proceeding or investigation into the business or operations of Centennial Bank since January 1December 31, 1994 (collectively, 2011 through the "Company SEC date of this Agreement. Centennial Bank has previously delivered to Acquiror true and complete copies of all Reports"). None Centennial Bank’s statements of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact condition 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 balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company Reports, including exhibits and its consolidated subsidiaries as of the respective dates thereofschedules thereto, and the other related statements (filed since January 1, 2008, including the related notes and schedules) , fairly presented the consolidated financial position of Centennial Bank, as of the date of such statement of condition or balance sheet, and each of the consolidated statements of income, cash flows and shareholders’ equity included in or incorporated by reference therein in the Reports, including any related notes and schedules, fairly present presented the consolidated results of operations, retained earnings earnings, book value and the changes in financial position cash flows of Company and Company Subsidiaries Centennial Bank for the respective periods or as of the respective dates set forth therein (subjectin accordance with GAAP and the requirements of Regulatory Authorities as applied with respect to industrial bank holding companies or industrial banks, in the case as applicable, and all such statements of unaudited statementscondition and statements of income, to normal year-end adjustments), all in conformity with generally accepted cash flows and shareholders’ equity were prepared by a public accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinfirm of good standing.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1March 31, 1994 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports"). None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Since March 31, except as otherwise noted therein1994, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports 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. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended November 30, 1999 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended February 29, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the periods involvedthen ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, except as otherwise noted thereinsince December 31, 2001, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of the Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, previously furnished Parent with true and complete copies of its (i) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 1997, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Company's Quarterly Report Reports on Form 10-Q for the quarterly period quarters ended February 28March 31, 1998 and June 30, 1998, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since September 30, 1997 and (iv) all other reports or registration statements filed by the Company with the Commission since September 30, 1997, each except for preliminary material in the form case of clauses (including exhibits iii) and any amendments thereto(iv) filed above, which are all the documents that the Company was required to file with the SECCommission since September 30, and Company has timely filed all reports required 1997 (the documents in clauses (i) through (iv) being referred to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, herein collectively as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such 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 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 The audited consolidated financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents comply as to form in all material respects with applicable accounting requirements and with the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto. The financial statements included in the Company SEC Reports: (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes thereto and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments 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; (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended; and (iii) are in all material respects in accordance with the books of account and records of the Company and its subsidiaries. As of June 30, 1998, there was no basis for any claim or liability of any nature against the Company or any of its subsidiaries, whether absolute, accrued, contingent or otherwise, which, alone or in the aggregate, has had, or would have, a Company Material Adverse Effect, other than as reflected in the Company SEC Report filed prior to the date of this Agreement. For the purposes of this Agreement, a "Company Material Adverse Effect" means a material adverse effect on the business, properties, assets, operations, condition (financial or otherwise), all customer relations, supplier relations, business prospects, liabilities or results of operations of the Company and its subsidiaries taken as a whole, other than any effects arising out of, resulting from or relating to changes in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereingeneral economic or financial conditions.

Reports and Financial Statements. The Company has delivered previously furnished or made available to Purchaser each registration statementthe Buyer complete and accurate copies, scheduleas amended or supplemented, report, proxy statement or information statement prepared by it since November 30, 1996 of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K KSB for the fiscal year ended November 30December 31, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 281995, 1997, each in the form (including exhibits and any amendments thereto) as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1995, and (c) all other reports or registration statements filed by the Company has timely with the SEC since December 31, 1995 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to in this Agreement as the "Company Reports"). The Company Reports constitute all of the documents filed all reports or required to be filed by the Company with the SEC pursuant to the Exchange Act since January 1December 31, 1994 (collectively, the "Company SEC Reports")1995. None of such Company SEC Reports, as As of their respective dates, contained the Company Reports filed since December 31, 1995, 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 light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents filed since December 31, 1995 (together, the consolidated financial position of Company "Financial Statements"), (i) comply as to form in all material respects with applicable accounting requirements and its consolidated subsidiaries as the published rules and regulations of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes and schedulesii) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved, covered thereby (except as otherwise noted may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-QSB under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiary as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Company and its Subsidiary.

Reports and Financial Statements. The Company has delivered to Purchaser previously furnished Parent with true and complete copies, for each registration statementof the Company and Leviathan Gas Pipeline Partners, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 L.P. (the "Audit DateLeviathan"), including, without limitation, of its (i) Company's Annual Report Reports on Form 10-K for the year fiscal years ended November June 30, 1996 and June 30, 1997 (in the case of the Company) and for the fiscal years ended December 31, 1996 and December 31, 1995 (in the case of Leviathan), in each case, as filed with the Commission, (ii) Company's Quarterly Report on Form 10-Q for the quarterly period quarters ended February 28September 30, 1997 and December 31, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SECCommission, (iii) proxy statements related to all meetings of its stockholders or to the extent applicable, limited partners (whether annual or special) since December 31, 1995 and (iv) all other reports or registration statements filed by the Company has timely filed or Leviathan with the Commission since June 30, 1996 (in the case of the Company) and since December 31, 1995 (in the case of Leviathan), except for preliminary material (in the case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, which are all reports the documents that the Company or Leviathan were required to be filed file with the SEC pursuant Commission since that date (the documents in clauses (i) through (iv) being referred to the Exchange Act since January 1, 1994 (collectively, herein collectively as the "Company Group SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company Group SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company Group SEC Reports. As of their respective dates, the Company Group SEC Reports 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 light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the balance sheets (including Company or Leviathan, as the related notes and schedules) case may be, included in or incorporated by reference into the Company Group SEC Reports fairly presents comply as to form in all material respects with applicable accounting requirements and with the consolidated published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Group SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto); present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofor Leviathan, and their respective Subsidiaries, as the other related statements (including case may be, as at the related notes dates thereof and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein (then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), 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 are in all material respects in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinbooks of account and records of the Company or Leviathan and their respective Subsidiaries.

Reports and Financial Statements. Company Since November 21, 1986, Enterprises has delivered filed with the Securities and Exchange Commission ("SEC") all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under the Securities Act of 1933, 1996 as amended (the "Audit DateSecurities Act"), includingthe Securities Exchange Act of 1934, without limitationas amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate acts and the rules and regulations thereunder. Enterprises has previously delivered to CCBG copies of (i1) Company's its Annual Report Reports on Form 10-K for the year fiscal years ended November 30December 31, 1995, December 31, 1996 and December 31, 1997 (ii) Company's Quarterly Report on Form the "Enterprises 10-Q K"), together with a copy of the annual reports to stockholders for each such year, and (2) its Proxy Statement for the quarterly period ended February 28annual meeting of stockholders held April 17, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1998 (collectively, the "Company Enterprises SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Enterprises SEC Reports 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 light of the circumstances under which they were made, not misleading. Each of the balance sheets (audited consolidated financial statements and unaudited interim consolidated financial statements, including the any related notes and schedules) , of Enterprises included in or incorporated by reference into in such reports (the Company SEC Reports "Enterprises Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present the consolidated financial position of Company Enterprises and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports"). None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the periods involvedthen ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, except as otherwise noted thereinsince December 31, 2001, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of the Company or any of its consolidated Subsidiaries.