Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (i) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a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 financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company Parent has timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, statements, certifications, documents and reports required to file any form, report be filed or other document furnished by it with the SEC. None SEC from January 1, 2022 (as amended and supplemented from time to time, the “Parent SEC Documents”), each of the Company SEC Reportswhich, in each case as of its date, or, if amended, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement, then on 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, as of the date filed with the SEC, and none of such filing), the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of an ongoing SEC review or investigation. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent and its Subsidiaries included in the Company Parent SEC Reports presents fairlyDocuments (if amended, as of the date of the last such amendment) fairly presented in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under the Exchange Act. Since December 31to any other adjustments described therein, 1999, there has been no material change in the Company's accounting methods or principles except as described in including the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied as to form and were prepared in all material respects in conformity with GAAP and IFRS (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). None of the Subsidiaries of Parent is required to file periodic reports with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderSEC. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (i) The Company and each of its -------------------------------- wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) of the Exchange Act has filed all required Company SEC Reports. None of the Company's Subsidiaries is reports, schedules, forms, statements and other documents required to file any form, report or other document be filed by it with the SECSEC since January 1, 1995 (collectively, including all exhibits thereto, and together with such other reports, schedules, forms, statements and other documents, filed by the Company or any Subsidiary with the SEC under the Exchange Act and the Securities Act, including all exhibits thereto, the "COMPANY SEC REPORTS"). None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)dates, 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 financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all and were prepared 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 and recurring year-end adjustments that have not been and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no are not expected to be material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsamount. All of such the 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) . Except as set forth for matters reflected or reserved against in the consolidated balance sheets (and notes thereto) of sheet for the Company and its consolidated Subsidiaries period ended April 3, 1998 included in the Company SEC Reports, and except for liabilities or obligations incurred financial statements contained in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000Company's most recent Form 10-Q, neither the Company nor any of its Subsidiaries has incurred since that date any liabilities or obligations of any nature (whether accrued, absolute, contingent, fixed or otherwise) which would reasonably be expected required under GAAP to have be set forth on a Material Adverse Effect on consolidated balance sheet of the Company. For purposes of this AgreementCompany and its consolidated Subsidiaries, "Ordinary Course" means, with respect to any entity, any actions taken except liabilities and obligations which were incurred in the regular and ordinary course of that entity's business, business consistent in all material respects with past practicespractice since such date.

Reports and Financial Statements. (ia) The Company has timely filed all required the Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document Documents with the SEC. None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing amended, as of the date of the last such amendment filed prior to the date of this Agreement, then on the date of such filing)Company SEC Documents, contained including any financial statements or schedules included therein (i) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements misleading and (including the related notesii) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 Exchange Act, the Securities Act and the Exchange Act and Act, the rules and regulations promulgated thereunderof the SEC applicable to such Company SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (iib) Except The Company Audited Financial Statements and the Company Unaudited Interim Financial Statements complied, as set forth of their respective dates, with applicable accounting requirements and rules and regulations of the SEC. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of the Company Unaudited Interim Financial Statements and the Company Unaudited Annual Financial Statements, to normal year-end adjustments and, with respect to the Company Unaudited Interim Financial Statements, the absence of certain notes) and fairly present in all material respects (i) the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included in the Company SEC ReportsSubsidiaries as of the dates thereof and (ii) the consolidated results of operations, changes in stockholders' equity and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither cash flows of the Company nor any of its and the Company Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on for the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesperiods presented therein.

Reports and Financial Statements. (ia) The Company has timely filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished by it with the SEC from January 1, 2022 (as amended and supplemented from time to time, the “Company SEC Reports. None Documents”), each of the Company's Subsidiaries is required to file any formwhich, report or other document with the SEC. None in each case as of the Company SEC Reportsits date, or, if amended, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement, then on 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, as of the date filed with the SEC, and none of such filing), the Company SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of an ongoing SEC review or investigation. (b) The consolidated financial statements (including the all related notesnotes and schedules) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries included in the Company SEC Documents (if amended, as of the date of the last such amendment) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under the Exchange Act. Since December 31to any other adjustments described therein, 1999, there has been no material change in the Company's accounting methods or principles except as described in including the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied as to form and were prepared in all material respects in conformity with GAAP (except, in the applicable requirements case of the Securities Act and unaudited statements, as permitted by the Exchange Act and SEC) applied on a consistent basis during the rules and regulations promulgated thereunder. periods involved (ii) Except except as set forth may be indicated therein or in the consolidated balance sheets (and notes thereto) ). None of the Subsidiaries of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection is required to file periodic reports with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC.

Reports and Financial Statements. (i) The Company has No member of the Washington Group is subject to the periodic reporting requirements of the Exchange Act. With respect to the Washington Business, none of the registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by Conexant and its Subsidiaries with the SEC since January 1, 2000 (collectively, including all required Company exhibits thereto, the "Conexant SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports"), as of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ) 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 . (ii) Included in Section 5.2(d)(ii) of the financial statements Conexant Disclosure Schedule are a special purpose statement as of September 30, 2001 of tangible assets and liabilities to be contributed by Conexant and its Subsidiaries to the Washington Group (including together with the related notesnotes thereto, the "Unaudited Special Purpose Statement of Tangible Net Assets") included in and a special purpose product line contribution statement with respect to the Company SEC Reports presents fairlyWashington Business for the year ended September 30, 2001 (together with the notes thereto, and collectively with the Unaudited Special Purpose Statement of Tangible Net Assets, the "Washington Financial Statements"). The Washington Financial Statements fairly present, in all material respects, the consolidated financial position tangible assets and consolidated results of operations and cash flows of the Company liabilities to be contributed by Conexant and its Subsidiaries to the Washington Group as of September 30, 2001 and the respective dates or product line contribution of the Washington Business for the respective periods set forth thereinyear ended September 30, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 thereunder2001. (iiiii) Except as set forth disclosed in the consolidated balance sheets Conexant SEC Reports filed and publicly available prior to the date hereof (and notes theretothe "Conexant Filed SEC Reports") of the Company and its consolidated Subsidiaries included or in the Company SEC ReportsWashington Financial Statements, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 20002001, neither the Company nor any of Conexant and its Subsidiaries has have not incurred any liabilities that are of a nature that would be required to be disclosed on a statement of assets and liabilities of the Washington Business or obligations in the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of any nature which business or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesWashington Business.

Reports and Financial Statements. (ia) The Company Parent and each of its Subsidiaries has timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SECSEC since January 28, 2012 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) and has timely paid all fees due in connection therewith. None of the Company SEC Reports, as As of their respective dates or, if amended, as of the date of the last such amendment (and, if amended or superseded by a filing prior to in the date case of this Agreementregistration statements and proxy statements, then on the date dates of such filingeffectiveness 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 Act as of the time of filing with the SEC, 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 a 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. Each None of Parent’s Subsidiaries is, or at any time since January 28, 2012 has been, required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. 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 28, 2012. None of the Parent SEC Documents are, to the knowledge of Parent, the subject of ongoing SEC review. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in or incorporated by reference into the Company Parent SEC Reports presents fairly, Documents (the “Parent Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with generally accepted accounting principles GAAP ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in absence of footnote disclosure) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied as to form and (iii) have been prepared from, and are in all material respects with accordance with, the applicable requirements books and records of the Securities Act Parent and the Exchange Act its consolidated subsidiaries. The books and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included in the Company SEC Reportshave been, and except for liabilities are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. KPMG LLP has not resigned (or obligations incurred in the Ordinary Course informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with the transactions contemplated by this Agreement since September 30any disagreements with Parent on a matter of accounting principles or practices, 2000, neither the Company financial statement disclosure or auditing scope or procedure. (c) Neither Party nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of any nature which would reasonably be expected to have a Material Adverse Effect its Subsidiaries, on the Company. For purposes 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 this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in Regulation S-K of the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC).

Reports and Financial Statements. (ia) The Company has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC pursuant to the Exchange Act or other applicable United States federal securities Laws since January 1, 2004 (all such forms, reports, statements, certificates and other documents filed since January 1, 2004, with any amendments thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date of this Agreement, has complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act as of the date filed with the SEC. None of the Company's ’s Subsidiaries is required to file any form, report or other document periodic reports with the SEC. None of the Company SEC ReportsReports when filed with the SEC and, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), amendment contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of included (or incorporated by reference) in the respective dates or for Company SEC Reports (including the respective periods set forth thereinrelated notes and schedules, all in conformity with generally accepted accounting principles where applicable) fairly presents ("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 audit adjustments and exceptions as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act), in all material respects, the results of the consolidated operations and changes in stockholders’ equity and cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the Each of such consolidated financial statements of (including the Company contained in the Company SEC Reports. All of such Company SEC Reportsrelated notes and schedules, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form where applicable) complies in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated thereunderunder the Exchange Act. (iic) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reportshas not had, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company. For purposes , the management of the Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, "Ordinary Course" means, with respect to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (x) any entity, any actions taken significant deficiencies and material weaknesses in the regular design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and ordinary course of report financial information and (y) any fraud, known to the Company, whether or not material, that entity's business, consistent involves management or other employees who have a significant role in all material respects with past practicesthe Company’s internal controls over financial reporting.

Reports and Financial Statements. (ia) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any formFrom January 1, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to 2018 through the date of this Agreement, then the Partnership has filed or furnished all forms, documents and reports with the SEC (such forms, documents and reports, including all exhibits, supplements and schedules thereto, the “Partnership SEC Documents”) required to be filed or furnished prior to the date hereof by it. As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements on the date of such filingeffectiveness), each of the Partnership 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 Partnership SEC Documents contained any untrue statement of a any material fact or omitted to state a 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. Each No executive officer of the financial statements (including Partnership has failed to make the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results certifications required of operations and cash flows him or her under Section 302 or 906 of the Company and its Subsidiaries as Xxxxxxxx-Xxxxx Act. None of the respective dates or for the respective periods set forth thereinPartnership SEC Documents is, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment this Agreement the subject of ongoing SEC review or investigation or, to the respective Company knowledge of the Partnership, any outstanding or unresolved comments. The Partnership has, prior to the date hereof, provided Parent or its Representatives with true, correct and complete copies of all SEC Report)comment letters received and response letters submitted and other correspondence between the SEC and General Partner, the Partnership or any Partnership Subsidiary with respect to the Partnership 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 Partnership Subsidiaries is currently required to file any forms, reports or other documents with the SEC under the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership and the Partnership Subsidiaries included in the Partnership SEC Documents when filed (i) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. of the SEC with respect thereto in effect at the time of such filing, (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity 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, none of which would be material) in conformity with past practicesUnited States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) were prepared from, and in accordance with, the books and records of the Partnership and the Partnership Subsidiaries.

Reports and Financial Statements. (i) The Company Cigna has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required Company to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Cigna SEC Reports”). None No material Subsidiary of the Company's Subsidiaries Cigna is required to file any form, report report, registration statement, prospectus or other document with the SEC. None of the Company Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), 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 financial statements (including the related notes) included in the Company Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements of the Company contained in the Company SEC Reportsstatements. All of such Company Cigna SEC ReportsReports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Company Cigna SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunderXxxxxxxx-Xxxxx Act, as the case may be, applicable to such Cigna SEC Report. (ii) Except as set forth (A) to the extent disclosed, reflected or reserved against in the consolidated balance sheets (and notes thereto) sheet of the Company and its consolidated Subsidiaries Cigna included in the Company Cigna SEC ReportsReport last filed prior to the date hereof, and except for liabilities or obligations (B) as incurred in the Ordinary Course ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with the transactions or expressly contemplated by this Agreement since September 30Agreement, 2000, neither the Company nor any of its Subsidiaries has incurred Cigna does not have any liabilities or obligations of any nature which nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesCigna.

Reports and Financial Statements. (ia) The Company Parent has timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished by it with the SECSEC since January 1, 2015 (all such forms, documents and reports filed or furnished by Parent since such date, the “Parent SEC Documents”). None of the Company SEC Reports, as As of their respective dates or, if amended, as of the date of the last such amendment (and, if amended or superseded by a filing prior to in the date case of this Agreementregistration statements and proxy statements, then on the date dates of such filingeffectiveness 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 contained any untrue statement of a material fact or omitted to state a 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. Each None of Parent’s Subsidiaries is, or at any time since January 1, 2015 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review. As of the date hereof, there are no inquiries or investigations by the SEC or any Governmental Entity or any internal investigations pending or, to the knowledge of Parent, threatened, in each case regarding any accounting practices or financial statements of Parent or any of its Subsidiaries. (b) Since January 1, 2015, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Since January 1, 2015, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE. (d) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in or incorporated by reference into the Company Parent SEC Reports presents fairly, Documents (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company Parent and its Subsidiaries consolidated Subsidiaries, as of the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth then ended (subject, in the case of 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 all material respects in conformity with generally accepted accounting principles GAAP ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions as permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied and (iii) comply as to form in all material respects with the applicable accounting requirements of under the Securities Act and Act, the Exchange Act and the applicable rules and regulations promulgated thereunderof the SEC. (iie) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), other than those that would be de minimis to the Parent and its Subsidiaries, taken as a whole. (f) Since January 1, 2015, (i) none of Parent or any of its Subsidiaries has incurred received any liabilities written material complaint, allegation, assertion or obligations claim regarding the financial accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreementits Subsidiaries or any material complaint, "Ordinary Course" meansallegation, assertion or claim from employees of Parent or any of its Subsidiaries regarding questionable financial accounting or auditing matters with respect to Parent or any entityof its Subsidiaries and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty or similar material violation by Parent, any actions taken in of its Subsidiaries or any of their respective officers, directors, employees or agents to the regular and ordinary course Parent Board or any committee thereof, or to the General Counsel or Chief Executive Officer of that entity's business, consistent in all material respects with past practicesParent.

Reports and Financial Statements. (i) The Company has timely filed all required Company SEC Reports. None of the Company's Subsidiaries is registration statements, prospectuses, forms, reports and documents required to file any formbe filed by it under the Securities Act or the Exchange Act since January 1, report 1998 (collectively, the "COMPANY SEC REPORTS"). The Company has previously furnished or other document with the SEC. None made available to Tribune true and complete copies of all the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing Reports filed prior to the date of this Agreement. The Company SEC Reports (a) as of their respective dates, then on were prepared in accordance with the date requirements of such filing)the Securities Act or the Exchange Act, contained as the case may be, and (b) did not at the time they were filed 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. As of the date of this Agreement, no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports and the audited consolidated balance sheet of the Company as of December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Reports presents and the other related audited statements of the Company as at or for the period ended December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved involved, except as otherwise noted therein, therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsadjustments. All of such the Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report)dates, complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act Act, as applicable, and the Exchange Act and the applicable rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since August 27, 2011 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”) and has timely paid all fees due in connection therewith. None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment (and, report or other document in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the 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 of the time of filing with the SEC. None , as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company’s Subsidiaries is, or at any time since August 27, 2011 has been, required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. 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. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in absence of footnote disclosure) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied as to form and (iii) have been prepared from, and are in all material respects with accordance with, the applicable requirements of the Securities Act books and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included in subsidiaries. The books and records of the Company SEC Reportsand its Subsidiaries have been, and except for liabilities are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. PricewaterhouseCoopers LLC has not resigned (or obligations incurred in informed the Ordinary Course Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the transactions contemplated by this Agreement since September 30Company on a matter of accounting principles or practices, 2000, neither financial statement disclosure or auditing scope or procedure. (c) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any material joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of any nature which would reasonably be expected to have a Material Adverse Effect its Subsidiaries, on the Company. For purposes one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any material “off-balance sheet arrangements” (as defined in Item 303(a) of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in Regulation S-K of the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC).

Reports and Financial Statements. (ia) The Company has timely filed or furnished all forms, statements, documents and reports together with any amendments with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Company SEC ReportsDocuments”). None As of their respective dates, or, if amended, as of the Company's Subsidiaries is date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to file any form, report or other document be filed by the Company with the SEC. None 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, Exchange Act and the Xxxxxxxx-Xxxxx Act (as defined in Section 3.5), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC ReportsDocuments contained, as of their respective dates (andand the Subsequent Company SEC Documents will not contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted omitted, or will omit, to state a 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. Each As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company reports is the subject of ongoing SEC review. None of the Company Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act. As used herein (except with respect to Section 3.8 and Section 4.8), “knowledge,” with respect to the Company, shall mean the actual knowledge of the persons listed in Section 3.4 of the Company Disclosure Schedule, and with respect to Parent, shall mean the actual knowledge of the persons listed in Section 4.4 of the Parent Disclosure Schedule. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments fairly present in all material respects, and included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries (for the avoidance of doubt, the representations in this Section 3.4(b) shall not relate to the operations of the Celera Group or the financial reporting thereof), as of at the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31July 1, 19992006, there the Company has been no not made any material change in the Company's accounting methods practices or principles policies applied in the preparation of its financial statements, except as described in the notes to the consolidated financial statements of the Company contained in the Company required by GAAP, SEC Reports. All of 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 rule or policy or applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaw. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any formFrom January 1, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to 2012 through the date of this Agreement, then the Company has filed or furnished all forms, documents and reports with the SEC (such forms, documents and reports, the “Company SEC Documents”) required to be filed or furnished prior to the date hereof by it with the SEC. As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of such filingeffectiveness and the dates of the relevant meetings, respectively), the 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 Company SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company SEC Documents is, as of the date of this Agreement and to the knowledge of the Company, the subject of ongoing SEC review or outstanding or unresolved comments. The Company has, prior to the date hereof, provided Parent or its Representatives with true, correct 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. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), Documents when filed complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. (ii) Except as set forth of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the Company SEC Reportscase of the unaudited statements, to normal year-end audit adjustments and except for liabilities or obligations incurred to any other adjustments described therein, including the notes thereto) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, in the Ordinary Course case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesnotes thereto).

Reports and Financial Statements. (ia) The Company has and PCI have filed all forms, reports and documents with the SEC required to be filed by them since January 1, 1997 pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC"). None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)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 financial statements consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or thereof, and the other related statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved involved, except as otherwise noted therein, therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsadjustments. All of such the Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report)dates, complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Exchange Act and the applicable rules and regulations promulgated thereunder. (iib) Except (i) as set forth in and to the consolidated extent disclosed or reserved against on the balance sheets (and notes thereto) sheet of the Company and its consolidated Subsidiaries as of December 31, 1998 included in the Company SEC Reports, and except for liabilities Reports or obligations (ii) as incurred after the date thereof in the Ordinary Course or in connection ordinary course of business consistent with the transactions contemplated prior practice and not prohibited by this Agreement since September 30, 2000, neither and not involving borrowing by the Company nor any of or its Subsidiaries has incurred Subsidiaries, the Company does not have any liabilities or obligations of any nature which nature, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company Parent has timely filed all required Company the Parent SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document Documents with the SEC. None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing amended, as of the date of the last such amendment filed prior to the date of this Agreement, then on the date of such filing)Parent SEC Documents, contained including any financial statements or schedules included therein (i) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements misleading and (including the related notesii) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 Exchange Act, the Securities Act and the Exchange Act and Act, the rules and regulations promulgated thereunderof the SEC applicable to such Parent SEC Documents. No Parent Subsidiary is required to file any forms, reports or other documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) The Parent Audited Financial Statements and the Parent Unaudited Interim Financial Statements complied, as of their respective dates, with applicable accounting requirements and rules and regulations of the SEC. The Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of the Parent Unaudited Interim Financial Statements and the Parent Unaudited Annual Financial Statements, to normal year-end adjustments and, with respect to the Parent Unaudited Interim Financial Statements, the absence of certain notes) and fairly present (i) the consolidated financial position of the Parent and the Parent Subsidiaries as of the dates thereof and (ii) the consolidated results of operations, changes in stockholders' equity and cash flows of the Parent and the Parent Subsidiaries for the periods presented therein. (c) Except (x) as set forth disclosed in the consolidated balance sheets Parent Financial Statements and (and notes theretoy) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or and obligations incurred in the Ordinary Course or in connection ordinary course of business and consistent with past practice since the transactions contemplated by this Agreement since September 30, 2000Balance Sheet Date, neither the Company Parent nor any of its Subsidiaries Parent Subsidiary has incurred any liabilities or obligations of any nature which nature, whether or not accrued, contingent or otherwise, that, (i) would be required to be reflected in the Parent's financial statements, and (ii) individually or in the aggregate, have had, or would reasonably be expected to have have, a Parent Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesEffect.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (i) The Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1995, and (iv) all other reports filed with or registration statements declared effective by the Commission since January 1, 1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company has was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports were duly filed and complied in all required 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. None As of the Company's Subsidiaries is required to file any formtheir respective dates, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained 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 financial statements (including the related notes) Company included in the Company SEC Reports presents fairly, comply as to form in all material respects, the consolidated financial position and consolidated results of operations and cash flows respects with applicable accounting requirements of the Company Securities Act and its Subsidiaries as with the published rules and regulations of the respective dates or for Commission with respect thereto. The financial statements included in the respective periods set forth therein, all Company SEC Reports (i) have been prepared in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis (except as may be indicated therein or in the notes thereto), (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 flow for the periods involved except as otherwise noted therein, and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and exceptions permitted by Form 10-Q under any other adjustments described therein and the Exchange Act. Since December 31, 1999, there has fact that certain information and notes have been no material change condensed or omitted in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. , and (iiiii) Except as set forth are in all material respects, in accordance with the consolidated balance sheets (books of account and notes thereto) records of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesas indicated therein.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2011 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document the Company SEC Documents complied in all material respects with the SEC. None 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 Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each , except that information set forth in the Company 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. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the absence 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 the Company 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. Since December 31, 1999, there has been no material change . (c) The statements of revenues and direct operating expenses (including all related notes and schedules) for each of the BP Assets and the Shell Assets included in the Company SEC Documents (i) to the knowledge of the Company's , fairly present in all material respects the revenues and operating expenses of the BP Assets and the Shell Assets, respectively, as at the respective dates thereof, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) to the knowledge of the Company, have been prepared from, and are in accordance with, the books and records of BP and Shell, respectively, and (iv) comply in all material respects with the applicable accounting methods or principles requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act (in each case, except as described in the notes to thereto). (d) The pro forma balance sheet and the consolidated financial pro forma statements of income of the Company contained related to the GOM Acquisition included in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates Documents (and as of the date of any amendment to the respective Company SEC Report), complied “Pro Forma Financial Statements”) comply as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Securities Act Exchange Act, the pro forma adjustments are appropriate to give effect to the transactions referred to therein and have been properly applied to the historical amounts in the compilation of such Pro Forma Financial Statements and the Exchange Act and assumptions used in the rules and regulations promulgated thereunderpreparation of such pro forma financial statements are reasonable. (iie) Except as set forth There are no outstanding or unresolved comments in any comment letters of the consolidated balance sheets (staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and notes thereto) complete copies of all written correspondence between the Company and the SEC occurring since January 1, 2010. None of the Company and its consolidated Subsidiaries included in SEC Documents is, to the Company knowledge of the Company, the subject of ongoing SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither review. (f) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations 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 nature which would reasonably be expected to have a Material Adverse Effect on material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) Mavericks and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished (i) The Company has since Mavericks’ emergence from chapter 11 proceedings on October 3, 2016 to May 8, 2017, with the OTC and (ii) from thereafter, with the SEC (such forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all required Company SEC Reports. None of the Company's Subsidiaries is required to file information, documents and agreements incorporated in any such form, document or report or other (but not including any document with incorporated by reference into an exhibit), excluding the SECJoint Proxy Statement, the “Mavericks SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing)last amendment, xxx Xxxxxxxxx SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of xxx Xxxxxxxxx SEC Documents contained any untrue statement of a any material fact or omitted to state a any 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. Each None of Mavericks’ Subsidiaries are subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Mavericks included in xxx Xxxxxxxxx SEC Documents (i) have been prepared from, and are in accordance with, the Company SEC Reports presents fairlybooks and records of Mavericks and its Subsidiaries, (ii) fairly present in all material respects, in accordance with GAAP, the consolidated financial position of Mavericks and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31notes thereto), 1999, there has and (iii) have been no material change prepared in accordance with GAAP applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements thereto). The books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (Mavericks and as of the date of any amendment to the respective Company SEC Report), complied as to form its Subsidiaries have been and are being maintained in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company GAAP. Neither Mavericks nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect is subject to any entity, any actions taken “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSecurities Act) which has not been disclosed pursuant to xxx Xxxxxxxxx SEC Documents.

Reports and Financial Statements. (ia) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any formFrom January 1, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to 2014 through the date of this Agreement, then on Cyclone has filed or published (as applicable) all forms, documents and reports required to be filed or published prior to the date hereof by the listing requirements of the SIX (the "Cyclone SIX Documents"). As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such filing)amendment, the Cyclone SIX Documents complied in all material respects with the requirements of the SIX applicable to such Cyclone SIX Documents, and none of the Cyclone SIX Documents contained any untrue statement of a any material fact or omitted to state a 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. Each None of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyCyclone SIX Documents is, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment this Agreement and to the respective Company SEC Report)knowledge of Cyclone, the subject of ongoing review by the SIX. Cyclone has, prior to the date hereof, provided Hurricane or its Representatives with true, correct and complete copies of all correspondence between Cyclone or any Cyclone Subsidiary and the SIX with respect to the Cyclone SIX 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. (b) The consolidated financial statements (including all related notes and schedules) of Cyclone and the Cyclone Subsidiaries included in the Cyclone SIX Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities Act SIX with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Cyclone and its consolidated Subsidiaries, as at the respective dates thereof, and the Exchange Act 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 IFRS (except, in the case of the unaudited statements, to the extent permitted by applicable Law and the rules and regulations promulgated thereunder. of the SIX) applied on a consistent basis during the periods involved (ii) Except except as set forth may be indicated therein or in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices).

Reports and Financial Statements. (ia) The Company has filed or otherwise transmitted all required forms, documents, certifications, statements and reports, including any amendments thereto (the “Company SEC ReportsDocuments”) required to be filed prior to the date hereof by it with the SEC since January 1, 2005. None As of their respective dates, or, if amended, as of the Company's Subsidiaries is required date of the last such amendment prior to file any the date hereof, the Company SEC Documents complied as to form, report or other document in all material respects, with the SECrequirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents so filed contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to in order make the statements therein, in the light of the circumstances under which they were made, not misleading. Each To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, investigation or enforcement action. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to any contractual commitment or to the Exchange Act. (b) The consolidated financial statements (including any related notes thereto) of the related notes) Company included in the Company SEC Reports presents fairly, Documents fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries Subsidiaries, as of the respective dates or date thereof, and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods set forth therein, all in conformity with generally accepted accounting principles indicated ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31absence of notes thereto, 1999, there none of which has been no material change or will be, individually or in the Company's accounting methods or principles except as described in the notes aggregate, material to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included taken as a whole) and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the Company SEC Reportscase of the unaudited statements or foreign Subsidiaries, and as permitted by the SEC, which have been prepared in accordance with GAAP of their respective jurisdictions) applied on a consistent basis during the periods involved (except for liabilities as may be indicated therein or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesnotes thereto).

Reports and Financial Statements. (ia) The Company has filed or furnished, on a timely basis, all forms, statements, certifications, documents, correspondence, registrations, and reports required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2018 (the forms, statements, certifications, documents and reports so filed or furnished by the Company and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, including exhibits, schedules thereto and all other information incorporated by reference, the “Company SEC Reports. None Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the date of this Agreement, complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Company's Subsidiaries is required to file any formSecurities Act, report or other document with the SEC. None Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and no Company SEC Document as of their respective dates its date (andor, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such amended or superseding filing)) contained, contained and no Company SEC Documents filed with or furnished to the SEC subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omitted to state a any 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. Each To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (b) The Company and each Material Subsidiary has filed or furnished, on a timely basis (taking into account any relevant extensions), all material forms, statements, certifications, documents, correspondence, registrations, and reports required to be filed or furnished by it with any Governmental Entity since December 31, 2018 (the “Company Governmental Filings”), except where the failure to so file or furnish the Company Governmental Filings is not or would not reasonably be expected to be material to the Company or any Material Subsidiary. The Company Governmental Filings complied in all material respects with applicable Laws. No Company Governmental Filing contained any untrue statement of a material fact or omitted to state any 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. (c) The Company is in all material respects in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company. There (i) is no unresolved violation, criticism, or exception by any regulatory agency with respect to any report or statement relating to any examinations or inspections of the Company or any Company Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any regulatory agency with respect to the business, operations, policies or procedures of the Company or any Company Subsidiary since December 31, 2018. (d) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairlyDocuments (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) (i) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) fairly presented, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under the Exchange Act. Since December 31to any other adjustments described therein, 1999, there has been no material change in the Company's accounting methods or principles except as described in including the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reportsthereto), (iii) complied, as of their respective dates (and as of filing with the date of any amendment to the respective Company SEC Report)SEC, complied as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunderof the SEC with respect thereto, (iv) and were prepared, in all material respects, in conformity with GAAP (except, in the case of the unaudited financial 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). Since December 31, 2018, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (iie) Except as set forth in the consolidated balance sheets (and notes theretoSection 3.4(e) of the Company Disclosure Schedules lists and its consolidated Subsidiaries included in describes any amounts of cash or funds that are subject to any restrictions on transfer or that otherwise cannot be transferred to the equity holders of the Company SEC Reportsat will or without incurring material costs, and except for liabilities Taxes or obligations incurred in the Ordinary Course or in connection with the transactions contemplated penalties, such as cash held by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected that are subject to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesforeign exchange restrictions by foreign governments.

Reports and Financial Statements. (ia) The Since January 1, 2017, the Company and each of its Subsidiaries has timely filed or furnished all required Company SEC ReportsDocuments required to be filed or furnished prior to the date hereof and has timely paid all fees due in connection therewith. None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment (and, report or other document in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the SEC. None 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 Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each No Subsidiary of the Company is, or at any time since January 1, 2017 has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. 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. None of the Company SEC Documents is, to the Company’s Knowledge, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ equity and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP in effect as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles thereof ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no none of which are material change individually or in the Company's accounting methods or principles aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements) applied on a consistent basis during the periods involved (except as described may be indicated therein or in the notes to thereto), (iii) have been prepared from, and are in accordance with, the consolidated financial statements books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates and its consolidated Subsidiaries and (and as of the date of any amendment to the respective Company SEC Report), complied as to form iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules Securities Act in effect as of the respective dates thereof. The books and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and in all material respects reflect only actual transactions, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has identified all uncertain tax positions contained in all Tax Returns filed by the Company or its Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Company SEC ReportsFinancial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, and except Accounting for liabilities Uncertain Tax Positions). As of the date hereof, Xxxxx Xxxxxxxx LLP has not resigned (or obligations incurred in informed the Ordinary Course Company that it intends to resign) or been dismissed as the independent public accountants of the Company. PricewaterhouseCoopers LLP was not dismissed as the previous independent public accountants of the Company as a result of or in connection with any disagreements with the transactions contemplated by this Agreement since September 30Company on a matter of accounting principles or practices, 2000, neither financial statement disclosure or auditing scope or procedure. (c) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of any nature which would reasonably be expected to have a Material Adverse Effect its Subsidiaries, on the Company. For purposes 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 this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in Regulation S‑K promulgated by the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC).

Reports and Financial Statements. (ia) The Company has Parent and each of its Subsidiaries have filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SECSEC since January 1, 2018 (all such forms, documents and reports, the “Parent SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date Parent SEC Documents complied in all material respects with the requirements of such filing)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 a 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 materially misleading. Each None of Parent’s Subsidiaries is, or at any time since January 1, 2018 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in the Company Parent SEC Reports presents fairly, Documents (the “Parent Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectexcept, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments and exceptions permitted by Form 10-Q under described therein, including in any notes thereto or with respect to pro forma financial information, subject to the Exchange Act. Since December 31qualifications stated therein), 1999, there has been no material change (ii) were prepared in conformity with GAAP applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates thereto) and (and as of the date of any amendment to the respective Company SEC Report), complied as to form iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules and regulations promulgated thereunderSecurities Act. (iic) Except as set forth in the consolidated balance sheets (and notes thereto) As of the Company and its consolidated Subsidiaries included date hereof, there are no outstanding or unresolved comments in any comment letters of the Company staff of the SEC Reportsreceived by Parent relating to the Parent SEC Documents. As of the date hereof, and except for liabilities or obligations incurred in none of the Ordinary Course or in connection with Parent SEC Documents is, to the transactions contemplated by this Agreement since September 30knowledge of Parent, 2000, neither the Company subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, or has incurred a commitment to effect, enter into or create, any liabilities joint venture, or obligations “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes material transaction involving, or material liabilities of, Parent or any of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken its Subsidiaries in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesParent Financial Statements or other Parent SEC Documents.

Reports and Financial Statements. (ia) The Company has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since January 1, 2005 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2005, with any amendments thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act as of the date filed with the SEC. None of the Company's ’s Subsidiaries is required to file any form, report or other document periodic reports with the SEC. None of the Company SEC ReportsReports contained, when filed with the SEC and, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of the financial statements date of this Agreement, (including i) there are no outstanding or unresolved comments in comment letters received from the related notesSEC staff with respect to the Company SEC Reports, and (ii) included in to the knowledge of the Company, none of the Company SEC Reports presents fairlyis the subject of ongoing SEC review, in all material respects, outstanding SEC comment or outstanding SEC investigation. (b) Each of the consolidated financial position and consolidated results of operations and cash flows statements of the Company and its Subsidiaries as of included (or incorporated by reference) in the respective dates or for Company SEC Reports (including the respective periods set forth thereinrelated notes and schedules, where applicable) fairly present in all in conformity with generally accepted accounting principles material respects ("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 auditing adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and exceptions permitted by Form 10-Q under changes in stockholders’ equity and consolidated financial position of the Exchange ActCompany and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the Each of such consolidated financial statements of (including the Company contained in the Company SEC Reports. All of such Company SEC Reportsrelated notes and schedules, as of their respective dates (and where applicable) complied, as of the date of any amendment to the respective Company SEC Report)filing, complied as to form in all material respects with applicable accounting requirements and with the applicable requirements published rules and regulations of the Securities Act SEC applicable thereto and each of such financial statements (including the Exchange Act related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations promulgated thereunder. (iiof the SEC) Except consistently applied during the periods involved, except in each case as set forth indicated in such statements or in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company Mars has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SEC. None SEC since January 1, 2005 (the “Mars SEC Documents”), each of the Company SEC Reportswhich, in each case as of its date, or, if amended, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement, then on complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of such filing), the Mars SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Mars SEC Documents. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Mars included in the Company Mars SEC Reports presents fairlyDocuments (if amended, as of the date of the last such amendment filed prior to the date hereof) comply in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of Mars and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions 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 Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company has filed all registration statements, prospectuses, schedules, forms, documents, statements, certifications and reports (including exhibits and all other information incorporated by reference therein) presently required to be filed prior to the date hereof by them with the SEC since June 30, 2007 (excluding the Schedule 14D-9 and the Proxy Statement, the “Company SEC ReportsDocuments”). None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as As of their respective dates (anddates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or subsequent filing prior to the date hereof, the Company SEC Documents complied, and each of the Company SEC Documents filed subsequent to the date of this AgreementAgreement will comply, then in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations promulgated thereunder, as the case may be, each as in effect on the date so filed. As of such filing)the time of filing with the SEC, none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state a 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, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. Each No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) The financial statements (including the all related notesnotes and schedules) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries included in the Company SEC Documents and each Company SEC Document filed after the date hereof until the Effective Time, comply (or will comply, as applicable), as of the their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared (or for the respective periods set forth thereinwill have been prepared, all as applicable) in conformity accordance with United States generally accepted accounting principles ("“GAAP"”) consistently (except, in the case of unaudited statements, as permitted by Forms 10-Q or 8-K or other applicable rules of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto) and fairly present (or will fairly present, as applicable) in all material respects the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and exceptions permitted to any other adjustments described therein, including the notes thereto). The financial books and records of the Company and its Subsidiaries, taken as a whole, are true and correct in all material respects. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Form 10-Q Rule 13a-14 or 15d-14 under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods Act or principles except as described in the notes to the consolidated financial statements Sections 302 and 906 of the Company contained in the Company SEC Reports. All of 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 Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in SEC promulgated thereunder with respect to the Company SEC ReportsDocuments. For purposes of the preceding sentence, “principal executive officer” and except for liabilities or obligations incurred “principal financial officer” shall have the meanings given to such terms in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has incurred outstanding, or has arranged any liabilities outstanding, “extensions of credit” to directors or obligations executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any nature material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Document. (e) No “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the Filed SEC Documents has been amended or modified in any material respect, except for amendments or modifications which would reasonably be expected have been filed as an exhibit to a subsequently dated Company SEC Document. (f) The Company maintains a system of internal controls over financial reporting and accounting sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets that could have a Material Adverse Effect material effect on the Company’s financial statements 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. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are sufficient in all material respects to ensure that material information that is required to be disclosed by the Company 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 and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of Sarbanes Oxley for the fiscal year ended June 30, 2010, and such assessment concluded that such controls were effective. Since June 30, 2007, the Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since June 30, 2007, the Company has not received from its independent auditors any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in the Company’s internal controls. For purposes of this Agreement, "Ordinary Course" meansthe terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) There are no outstanding unresolved comments with respect to the Company or the Company SEC Documents noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and, to the knowledge of the Company, there are no pending (i) formal or informal investigations of the Company by the SEC or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. Since June 30, 2007, there has been no material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Since June 30, 2007, no current or former attorney representing the Company or any of its Subsidiaries has reported in writing evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, since June 30, 2007, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any Law of the type described in Section 806 of SOX. (k) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the SEC, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any entitysuch persons, as required by Section 406(b) of Sarbanes Oxley. To the knowledge of the Company, since June 30, 2007, there have been no material violations of provisions of the Company’s code of ethics by any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicessuch persons.

Reports and Financial Statements. (i) The Company has filed on a timely basis all forms, reports and documents with the SEC required to be filed by it under the Securities Act or the Exchange Act since January 1, 2000 (collectively, other than preliminary material, the "Company SEC ReportsFilings"). None The Company has heretofore furnished or made available to Parent true and complete copies of all the Company's Subsidiaries is required Company SEC Filings filed prior to file any formthe date hereof. As of their respective dates, report or other document with the SEC. None each of the Company SEC ReportsFilings complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the rules and regulations thereunder, and none of the Company SEC Filings contained as of their respective dates (and, if amended or superseded by a filing prior to the such date of this Agreement, then on the date of such filing), 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 misleadingmisleading (except that no representation or warranty is made with respect to any information regarding Parent or its Affiliates included in the Company SEC Filings which was furnished by Parent or its Affiliates expressly for use therein). Each of When filed with the SEC, the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), Filings complied as to form in all material respects with the applicable requirements of the Securities Act and or the Exchange Act and the applicable rules and regulations promulgated thereunder. thereunder and were prepared in accordance with GAAP applied on a consistent basis (ii) Except except as set forth may be indicated therein or in the schedules thereto), and such financial statements fairly present, in all material respects, the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries as of the respective 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 interim financial statements, to normal, recurring year-end audit adjustments. Except as and to the extent reflected or reserved against in the financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2003 or as disclosed therein or in Schedule 4.4, none of the Company SEC Reportsor any of its Subsidiaries, and except or to its knowledge, any of its Equity Affiliates, has any actual or potential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (including any liability for liabilities breach of contract, breach of warranty, torts, infringements, claims or obligations incurred lawsuits), that in the Ordinary Course aggregate, insofar as the Company can reasonably foresee, is reasonably likely to have a Company Material Adverse Effect or that individually is required by the applicable rules and regulations of the SEC and GAAP to be disclosed, reflected or reserved against in connection with the transactions contemplated by this Agreement since September 30, 2000Company's consolidated financial statements (including the notes thereto). Except as set forth on Schedule 4.4, neither the Company nor any of its Subsidiaries has incurred guaranteed or otherwise agreed to become responsible for any liabilities or obligations Indebtedness of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesother Person.

Reports and Financial Statements. (i) 4.4.1 The Company has timely filed or, to the extent permissible, furnished all required Company SEC Reports. None of the Company's Subsidiaries is Documents required to file any formbe filed since January 1, report or other document with 2015 and prior to the SECMeasurement Date and has timely paid all fees due in connection therewith. None of the Company SEC Reports, as As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of the relevant meetings, respectively), such Company SEC Documents complied as to form in all material respects with the requirements of Applicable Law, including 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 such Company SEC Documents at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of the last such amendment or superseding filing), ) contained any untrue statement of a material fact or omitted to state a 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. Each No Subsidiary of the Company is, or at any time since July 1, 2015, has been, required to file any forms, reports or other documents with the SEC. 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. 4.4.2 The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairlyDocuments filed on or after January 1, 2016 and prior to the date hereof (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ equity and their consolidated cash flows for the respective periods set forth thereinthen ended, all in conformity with 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 as permitted by GAAP and the applicable rules and regulations of the SEC, (ii) were prepared in conformity with GAAP in effect as of the respective dates thereof (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in absence of footnote disclosure) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to thereto), (iii) have been derived from the consolidated financial statements books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reportsand its consolidated Subsidiaries, as of their respective dates and (and as of the date of any amendment to the respective Company SEC Report), complied as to form iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules Securities Act in effect as of the respective dates thereof. The books and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included in the Company SEC Reportshave been, and except for liabilities or obligations incurred are being, maintained in the Ordinary Course or all material respects in connection accordance with the transactions contemplated by this Agreement since September 30, 2000, neither GAAP and any other applicable legal and accounting requirements. 4.4.3 Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of any nature which would reasonably be expected to have a Material Adverse Effect its Subsidiaries, on the Company. For purposes one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) constituting an “off-balance sheet arrangement” (as defined in Item 303(a) of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in Regulation S-K promulgated by the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC).

Reports and Financial Statements. (ia) The Company has filed or furnished all registration statements, proxy statements, forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC on a timely basis since October 1, 2012 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended since their filing, the “Company SEC ReportsDocuments”). None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None Each of the Company SEC ReportsDocuments 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. As of their respective dates (and, if amended or superseded by a filing prior to the date filed or furnished with the SEC, none of this Agreement, then on the date of such filing), Company SEC Documents (including information incorporated by reference) contained any untrue statement of a material fact or omitted to state a 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. Each of The Company has made available to Parent all correspondence with the financial statements (including the related notes) included in the Company SEC Reports presents fairlysince October 1, in all material respects2012 and, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC with respect to any amendment to of the respective Company SEC Report), Documents. (b) The consolidated financial statements (including all related notes and schedules) of the Company included or incorporated by reference in the Company SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. of the SEC (including all applicable accounting rules) and (ii) Except as set forth fairly present in all material respects the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as at such date, and the consolidated results of operations, consolidated statements of stockholders’ equity and consolidated cash flows for such period and (iii) were prepared in conformity with GAAP applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesnotes thereto).

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2011 (the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document the Company SEC Documents complied in all material respects with the SEC. None requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company’s Subsidiaries, except GenOn Americas Generation, LLC and GenOn Mid-Atlantic, LLC, is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments (i) have been prepared from, and are in all material respectsaccordance with, the consolidated financial position books and consolidated results of operations and cash flows records of the Company and its Subsidiaries Subsidiaries, (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31notes thereto), 1999, there has and (iii) have been no material change prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsthereto). All of such Company SEC Reports, as of their respective dates (The books 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) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included have been and are being maintained in the Company SEC Reports, and except for liabilities or obligations incurred all material respects in the Ordinary Course or in connection accordance with the transactions contemplated by this Agreement since September 30, 2000, neither GAAP. Neither the Company nor any of its Subsidiaries has incurred or is subject to any liabilities “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 obligations intended effect of such arrangement is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on transaction involving, or liabilities of, the Company or any of its Subsidiary’s in the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s or such Subsidiary’s published financial statements or other Company SEC Documents.

Reports and Financial Statements. (ia) The Since December 12, 2014, the Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (the “Company SEC Reports. None Documents”), each of the Company's Subsidiaries is required to file any formwhich, report or other document with the SEC. None in each case as of the Company SEC Reportsits date, or, if amended, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement, then on complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder except as addressed through resolved comments of the staff of the SEC prior to the date hereof, and none of the Company SEC Documents as of the date it was filed, or, if amended, as finally amended prior to the date of such filing)this Agreement, contained any untrue statement of a material fact or omitted to state a 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. Each of the . (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments (if amended, as amended by the last such amendment prior to the date of this Agreement) fairly presented in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows balance sheet of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated statements of comprehensive income and their consolidated statements of cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions 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 Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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. (c) The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) Except transactions are recorded as set forth necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the consolidated balance sheets recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company (x) has implemented and notes thereto) of maintains disclosure controls and procedures to ensure that material information relating to the Company and its consolidated Subsidiaries included is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and (y) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the Company SEC Reportsdesign or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and except for liabilities report financial information and (ii) any fraud, whether or obligations incurred not material, that involves management or other employees who have a significant role in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s internal controls over financial reporting.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2010 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document the Company SEC Documents complied in all material respects with the SEC. None 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 Company SEC ReportsDocuments, as of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreement, then on the date of last such filing)amendment, contained any untrue statement of a material fact or omitted to state a 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 as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. Each None of the Company’s Subsidiaries is, or at any time since January 1, 2010 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 the related notes) Company included in the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in absence of footnote disclosure) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to thereto), (iii) have been prepared from, and are in accordance with, the consolidated financial statements books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates and its consolidated Subsidiaries and (and as of the date of any amendment to the respective Company SEC Report), complied as to form iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules and regulations promulgated thereunderSecurities Act. (iic) Except as set forth There are no outstanding or unresolved comments in any comment letters of the consolidated balance sheets (staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and notes thereto) complete copies of all written correspondence between the Company and the SEC occurring since January 1, 2010. None of the Company and its consolidated Subsidiaries included in SEC Documents is, to the Company knowledge of the Company, the subject of ongoing SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither review. (d) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations 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 nature which would reasonably be expected to have a Material Adverse Effect on material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (ia) The Company Rockets and each of its Subsidiaries has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file be filed or furnished with the Securities and Exchange Commission (the “SEC”) since January 1, 2016 (such forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report or other (but not including any document with incorporated by reference into an exhibit), excluding the SECJoint Proxy Statement, the “Rockets SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing)last amendment, the Rockets SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Rockets SEC Documents contained any untrue statement of a any material fact or omitted to state a any 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. Each None of Rockets’ Subsidiaries are subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Rockets included in the Company Rockets SEC Reports presents fairlyDocuments (i) have been prepared from, and are in accordance with, the books and records of Rockets and its Subsidiaries, (ii) fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity accordance with United States generally accepted accounting principles ("“GAAP") consistently applied during ”), the periods involved except consolidated financial position of Rockets and its consolidated Subsidiaries, as otherwise noted thereinat the respective 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 interim financial statements, to normal year-end audit adjustments and exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31notes thereto), 1999, there has and (iii) have been no material change prepared in accordance with GAAP applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements thereto). The books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (Rockets and as of the date of any amendment to the respective Company SEC Report), complied as to form its Subsidiaries have been and are being maintained in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company GAAP. Neither Rockets nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect is subject to any entity, any actions taken “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSecurities Act) which has not been disclosed pursuant to the Rockets SEC Documents.

Reports and Financial Statements. (ia) The Company Parent and each of its Subsidiaries has timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SECSEC since January 1, 2007 (the “Parent SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior amended, as of the date of the last such amendment, the Parent SEC Documents complied, and as of the Closing, all forms, documents and reports filed with the SEC subsequent to the date hereof will comply, in all material respects with the requirements of this Agreementthe Securities Act, then on the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and none of the Parent SEC Documents contain, and as of the Closing, none of the forms, documents and reports filed with the SEC subsequent to the date of such filing)hereof will contain, contained any untrue statement of a material fact or omitted to state a 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. Each of the . (b) The consolidated financial statements (including the related notesnotes and schedules) of Parent included in the Company Parent SEC Reports presents fairlyDocuments fairly present, and as of the Closing, all consolidated financial statements (including the related notes and schedules) of Parent included in the forms, documents and reports filed with the SEC subsequent to the date hereof will fairly present, in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions 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 Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company is, and until July 1, 2015, will be eligible to file and furnish with the SEC forms, documents and reports required to be filed or furnished by a foreign private issuer as defined in Section 240.3b-4 of the Exchange Act and the rules and regulations promulgated thereunder. The Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with United Kingdom securities administrators or the SEC, as applicable, on a timely basis since December 6, 2013 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended since their filing, the “Company SEC ReportsDocuments”). None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None Each of the Company SEC ReportsDocuments complied as to form in all material respects with the applicable requirements of the UK Securities Laws, the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of their respective dates (and, if amended or superseded by a filing prior to the date filed or furnished with the UK securities administrators or the SEC, none of this Agreement, then on the date of such filing), Company SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each of the . (b) The consolidated financial statements (including the all related notesnotes and schedules) included in of the Company SEC Reports presents fairlyfor the fiscal year ended June 30, 2014 fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at such date, and the consolidated results of operations and consolidated cash flows of the Company for such period and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all were prepared in conformity with generally accepted accounting principles ("GAAP") consistently IFRS applied on a consistent basis during the periods involved referred to therein (except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods may be indicated therein or principles except as described in the notes to the thereto). (c) The consolidated financial statements of the Company contained in for the Company SEC Reports. All of such Company SEC Reportssix months ended December 31, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report)2014, complied as to form fairly present in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as at such date, and the consolidated results of operations and consolidated cash flows for such period and were prepared in conformity with GAAP applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the Company SEC Reportsnotes thereto), and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected subject to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesnormal year-end audit adjustments.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2012 (the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document the Company SEC Documents complied in all material respects with the SEC. None requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments (i) have been prepared from, and are in all material respectsaccordance with, the consolidated financial position books and consolidated results of operations and cash flows records of the Company and its Subsidiaries Subsidiaries, (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31notes thereto), 1999, there has and (iii) have been no material change prepared in accordance with GAAP applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsthereto). All of such Company SEC Reports, as of their respective dates (The books 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) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included have been and are being maintained in the Company SEC Reports, and except for liabilities or obligations incurred all material respects in the Ordinary Course or in connection accordance with the transactions contemplated by this Agreement since September 30, 2000, neither GAAP. Neither the Company nor any of its Subsidiaries has incurred or is subject to any liabilities “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 obligations intended effect of such arrangement is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on transaction involving, or liabilities of, the Company or any of its Subsidiary’s in the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s or such Subsidiary’s published financial statements or other Company SEC Documents.

Reports and Financial Statements. The Company previously -------------------------------- has delivered or made available to Purchaser a copy of each of the continuous disclosure documents filed by the Company with the SEC since August 1, 1999 (the "Company SEC Reports"). Except insofar as the transactions contemplated hereby are not reflected therein, (a) the Company SEC Reports comply in all material respects with the applicable US securities laws and rules and regulations thereunder, and (b) the financial statements contained therein (i) The Company has filed were prepared in accordance with GAAP, (ii) are true and complete and fairly present the Company's consolidated financial condition and the consolidated results of its operations as of their respective dates and for the periods then ended, and (iii) contain and reflect all required Company SEC Reports. None necessary adjustments and accruals for a fair presentation of the Company's Subsidiaries is required consolidated financial condition as of their respective dates. No representation or warranty made by the Company herein, or in any document delivered pursuant hereto, contains any misstatement of any material fact or omits to file state anything necessary to make any form, report material statement herein or other document with the SECtherein not misleading. None of the The Company SEC Reports, as of their the respective dates (andthereof, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained do not contain any untrue statement misstatement of a material fact or omitted omit to state a material fact required to be stated therein or anything necessary to make the statements therein, in light of the circumstances under which they were made, any material statement therein not misleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including including, in each case, the related notes, if any, thereto) included in the Company SEC Reports presents fairly(collectively, the "Company Financial Statements") complied as to form in all material respects, respects with the consolidated financial position published rules and consolidated results of operations and cash flows regulations of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth thereinSEC with respect thereto, all were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as otherwise noted therein, may be indicated therein or in the notes thereto 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 normal, recurring year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31(which are not expected to be, 1999, there has been no material change individually or in the Company's accounting methods or principles except aggregate, materially adverse to the Company and its subsidiaries, taken as described in the notes to a whole)) the consolidated financial statements position of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective the dates (thereof and the consolidated results of operations and cash flows for the periods then ended. There are no liabilities as of the date of this Agreement of the Company or any amendment of its subsidiaries of any kind whatsoever that are required to be disclosed on the Company Financial Statements, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances known to the respective Company SEC Report)or any of its subsidiaries which could reasonably be expected to result in such a liability, complied as to form other than: (i) liabilities reflected or reserved against in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.Company Financial Statements; and (ii) Except as set forth liabilities arising, in the consolidated balance sheets (and notes thereto) ordinary course of business consistent with past practice, after the date of the Company and its consolidated Subsidiaries most recent statement of financial condition included in the Company SEC ReportsFinancial Statements (the "Balance Sheet Date"), and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would that could not reasonably be expected to have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesEffect.

Reports and Financial Statements. (ia) The Company has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable United States federal securities Laws since January 1, 2006 (all such forms, reports, statements, certificates and other documents (including all exhibits thereto) filed since January 1, 2006, with any amendments and supplements thereto, collectively, the “Company SEC Reports. None ”), each of the Company's Subsidiaries is required to file which, including any form, report financial statements or other document with the SEC. None of the Company SEC Reportsschedules included therein, as of their respective dates (and, if finally amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), 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 financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 as of the rules and regulations promulgated thereunderdate filed with the SEC. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Reports when filed with the SEC and, if amended, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact necessary to be stated therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Merger Sub or any of their Affiliates. (iib) Except as set forth The audited consolidated financial statements of the Company included in the Company SEC Reports on Form 10-K along with the reports thereon by Xxxxx Xxxxxxxx LLP, the independent auditors of the Company and the unaudited financial statements of the Company included in the Company’s SEC Reports on Form 10-Q (collectively, the “Company Financial Statements”), fairly present (subject, in the case of the unaudited statements, to the absence of notes and normal year-end audit adjustments as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act, including Regulation S-X), in all material respects, the results of the consolidated balance sheets (operations and notes thereto) changes in stockholders’ equity and cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of the Company Financial Statements complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, including Regulation S-X and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act, including Regulation S-X. (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. (d) The Company has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15(d)-15(f) under the 1934 Act) (“internal controls”) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to its auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (e) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries included to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Reports, and except for liabilities or obligations incurred the statements contained in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Companysuch certifications are true and accurate. For purposes of this Agreement, "Ordinary Course" means, with respect “principal executive officer” and “principal financial officer” shall have the meanings given to any entity, any actions taken such terms in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesXxxxxxxx-Xxxxx Act.

Reports and Financial Statements. (ia) The Company Parent Group has filed complied with its obligations under Law to file with or furnish all required Company SEC Reports. None of the Company's Subsidiaries is forms, reports, schedules, statements and documents required to file any form, report be filed or other document furnished in accordance with applicable Law (the SEC“Parent Reports”). None As of the Company SEC Reports, as of their respective dates its filing or furnishing date (andor, if amended or superseded by a filing or furnishing prior to the date of this Agreement, then on the date of such filingamended or superseded filing or furnishing), 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 financial statements (including the related notesi) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), each Parent Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, each as in effect on the date such Parent Report was filed or furnished, and (ii) each Parent Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the rules and regulations promulgated thereunderstatements made therein, in the light of the circumstances under which they were made, not misleading. (iib) Except as set forth There are no outstanding or unresolved comments contained in the consolidated balance sheets (comment letters received by the Parent Group from the Securities and notes thereto) Exchange Commission with respect to any Parent Reports. As of the Company date of this Agreement and its consolidated Subsidiaries neither any member of the Parent Group nor the Parent Reports is/are subject to outstanding comments or outstanding investigations. (c) As of their respective dates the financial statements of Parent Group included in the Company SEC Parent Reports, including any related notes thereto (the “Parent Financial Statements”) fairly and except accurately present the consolidated financial position of the Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Parent and its subsidiaries for liabilities the periods covered thereby. The Parent Group does not intend to correct or obligations incurred in the Ordinary Course restate, nor is there any basis, facts or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which circumstances that would reasonably be expected to have result in any correction or restatement of, any aspect of the Parent Financial Statements. Since the date of the Parent Financial Statements in effect at the Closing Date and through the Earn-Out Qualifying Date, there has not been any change that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on and since that date, the Company. For purposes Parent and each of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken the subsidiaries has conducted its operations in the regular and ordinary course of that entity's business, consistent in all material respects and, without limiting the generality of the foregoing. (d) Parent received no written notice from the any Governmental Authority regarding noncompliance with past practicesthe applicable listing and corporate governance rules and regulations of the Exchange Act or the Securities Act.

Reports and Financial Statements. (a) Within thirty (30) days of the end of each Fiscal Year, the Managers shall cause each Member to be furnished with two sets of the following additional annual reports computed as of the last day of the Fiscal Year: (i) The Company has filed all required Company SEC Reports. None An unaudited balance sheet of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), 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 financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) An unaudited statement of the Company Company’s profit and loss; and (iii) A statement of the Members’ Capital Accounts and changes therein for such Fiscal Year. (b) Within fifteen (15) days of the end of each quarter of each Fiscal Year, the Managers shall cause to be furnished to BEMT or any REIT Member such information as requested by BEMT or any REIT Member as is necessary for BEMT or any REIT Member to determine its qualification as a REIT and its consolidated Subsidiaries included in compliance with REIT Requirements as shall be requested by BEMT or any REIT Member. (c) The Members acknowledge that the Company SEC Property Manager is obligated to perform Project-related accounting and furnish Project-related accounting statements under the terms of the Management Agreement (the “Property Manager Reports”). The Managers shall be entitled to rely on the Property Manager Reports with respect to its obligations under this Section 8, and the Members acknowledge that the reports to be furnished shall be based on the Property Manager Reports, without any duty on the part of the Managers to further investigate the completeness, accuracy or adequacy of the Property Manager Reports. (d) At the expense and except for liabilities cost of BEMT, the Managers will use their commercially best efforts to obtain such financial statements (audited or obligations incurred in the Ordinary Course unaudited), information and attestations as may be required by BEMT or any of its Affiliates in connection with public reporting, attestation, certification and other requirements under the transactions contemplated by this Agreement since September 30Securities Exchange Act of 1934, 2000as amended, neither and the Company nor Xxxxxxxx-Xxxxx Act of 2002, as amended, applicable to such entity, and work in good faith with the designated accountants or auditors of BEMT or any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For Affiliates in connection therewith, including for purposes of this Agreement, "Ordinary Course" means, with respect to testing internal controls and procedures of BEMT or any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesits Affiliates.

Reports and Financial Statements. (ia) The Company has and its Subsidiaries have timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents, statements and reports required to file any formbe filed with, report or other document furnished by them to, the SEC since January 1, 2008 (the forms, documents, statements and reports filed with or furnished to the SEC. None of SEC since January 1, 2008 and those filed with or furnished to the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on including any amendments or supplements thereto prior to the date hereof, the “Company SEC Documents”). As of their respective dates, or, if amended or supplemented (including by incorporation by reference), as of the date of the last such filingamendment or supplement prior to the date hereof, the Company SEC Documents complied, and each of the Company SEC Documents filed with or furnished to the SEC subsequent to the date of this Agreement will comply, 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. As of their respective dates, or, if amended or supplemented (including by incorporation by reference), as of the date of the last such amendment or supplement prior to the date hereof, none of the Company SEC Documents so filed with or furnished to, or, if not yet filed with or furnished to the SEC, that will be filed with or furnished to the SEC subsequent to the date of this Agreement, contained or will contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act or is required to file any form, report or other documents with the SEC, NASDAQ or any other stock exchange. Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, none of the Company SEC Documents filed with or furnished to the SEC prior to the date hereof is the subject of ongoing review or outstanding SEC comment. Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, since January 1, 2008 to the date hereof, the Company has been and is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) As of their respective dates, and solely with respect to the financial statements (including related notes and schedules) contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2010, the consolidated financial statements (including all related notesnotes and schedules) of the Company and its Subsidiaries included in the or incorporated by reference into such Company SEC Reports presents fairlyDocuments (the “Company Financial Statements”) have been prepared, or, in the case of Company Financial Statements prepared on or after the date of this Agreement, will be prepared, in conformity with GAAP (except, in the case of the unaudited statements, for the lack of footnotes or as otherwise 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 consolidated results of operations and cash flows of the Company and its Subsidiaries Subsidiaries, as of the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows and changes in shareholders equity for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, (x) in the case of the unaudited interim financial quarterly statements, to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31to any other adjustments described therein, 1999, there has been no material change in the Company's accounting methods or principles except as described in including the notes thereto (which adjustments are not and will not be material in amount or effect) and (y) to any adjustments resulting from the consolidated financial statements of the Company contained matters disclosed in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes theretoSection 3.5(a) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesDisclosure Schedule).

Reports and Financial Statements. (i) The Company Since December 31, 2013, Fleetmatics has filed or furnished, or if not yet filed or furnished, will file or furnish, on a timely basis, all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports (including exhibits and other information incorporated therein) required to file any form, report be filed or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing furnished prior to the date hereof by it with the SEC (the “Fleetmatics SEC Documents”) and has filed, or if not yet filed, will file all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of this AgreementFleetmatics with the Register of Companies in Ireland. As of their respective dates, then on or, if amended, as of the date of the last such filingamendment, the Fleetmatics SEC Documents complied, or if not yet filed or furnished, will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 of the United States, as amended (the “Xxxxxxxx-Xxxxx Act”), contained as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Fleetmatics SEC Documents contained, or if not yet filed or furnished, will contain any untrue statement of a material fact or omitted to state a 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, made not misleading. Each of the . (ii) The consolidated financial statements (including the all related notesnotes and schedules) of Fleetmatics included in the Company Fleetmatics SEC Reports presents fairlyDocuments when filed complied, in all material respectsor if not yet filed, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied will comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entitythereto in effect at the time of such filing and fairly present, any actions taken in the regular and ordinary course of that entity's businessor if not yet filed, consistent will fairly present in all material respects the consolidated financial position of Fleetmatics and its consolidated Subsidiaries, as at the respective 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 past practicesU.S. GAAP (except, in the case of the unaudited statements, 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).

Reports and Financial Statements. (ia) The Company PDN has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any formbe filed or furnished since January 1, report or other document 2013 with the SECSEC (the “PDN SEC Documents”). None As of the Company SEC Reportstheir respective dates, or, if amended, as of their respective dates the date of the last such amendment (and, if amended or superseded by a filing prior to excluding any amendments made after the date of this Agreement, then on the date of such filing), the PDN SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the PDN SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each To the knowledge of PDN, none of the PDN SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of PDN is required to file any form or report with the SEC. PDN has made available to NAPW all material correspondence (if such correspondence has occurred since January 1, 2013) between the SEC on the one hand, and PDN and any of its Subsidiaries, on the other hand received by PDN prior to the date of this Agreement. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-­Xxxxx Act) relating to the PDN SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Law. As used in this Section 4.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements (including the all related notesnotes and schedules) of PDN included in the Company PDN SEC Reports presents fairly, Documents fairly present in all material respects, respects the consolidated financial position of PDN and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein, including the notes thereto) in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Except as noted in Section 4.4(c) of the PDN Disclosure Schedule, PDN is in compliance with all applicable NASDAQ listing rules and requirements and continued listing standards, and, to PDN’s knowledge, there are no facts that cause or could reasonably be expected to cause PDN to be non-Q compliant with any applicable NASDAQ listing rules and requirements and continued listing standards. (d) PDN auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx­-Xxxxx Act); (ii) to the knowledge of the PDN, “independent” with respect to the PDN within the meaning of Regulation S-X under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes ; and (iii) to the consolidated financial statements knowledge of the Company contained PDN, in the Company SEC Reports. All compliance with subsections (g) through (l) of such Company SEC Reports, as Section 10A 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 by the SEC and the Public Company Accounting Oversight Board thereunder. (iie) Since January 1, 2013, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of PDN, the Board of Directors of PDN or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act. Except as set forth noted in the consolidated balance sheets (and notes theretoSection 4.4(c) of the Company and PDN Disclosure Schedule, since January 1, 2013, neither PDN nor its consolidated Subsidiaries included independent auditors have identified (i) any significant deficiency or material weakness in the Company SEC Reportssystem of internal accounting controls utilized by PDN, and except for liabilities (ii) any fraud, whether or obligations incurred not material, that involves PDN’s management or other employees who have a role in the Ordinary Course preparation of financial statements or in connection with the transactions contemplated internal accounting controls utilized by this Agreement since September 30, 2000, neither the Company nor PDN or (iii) any claim or allegation regarding any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesforegoing.

Reports and Financial Statements. (ia) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of SEC the Company SEC Reports, as Documents. As of their respective dates (andor, if amended or superseded by a filing amended, as of the date of the last such amendment filed prior to the date of this Agreement, then on the date of such filing)Company SEC Documents, contained including any financial statements or schedules included therein (a) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements misleading and (including the related notesb) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 Securities Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. (iib) Except as set forth Each of the Financial Statements has been prepared from, and is in accordance with, the consolidated balance sheets (books and notes thereto) records of the Company and its consolidated Subsidiaries included in the Company SEC ReportsSubsidiaries. The Financial Statements complied, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30as of their respective dates, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesapplicable accounting requirements and rules and regulations of the SEC. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of interim condensed consolidated financial statements, to the absence of certain notes) and fairly present in all material respects, (i) the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of operations, changes in shareholders equity and cash flows of the Company and the Company Subsidiaries for the periods presented therein.

Reports and Financial Statements. (i) The Company has filed or furnished with the SEC all required Company SEC Reports. None of the Company's Subsidiaries is required to file any formEach Company Report, report when and as filed or other document furnished with the SEC. None , complied in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as the Exchange Act and Xxxxxxxx-Xxxxx. As of their respective dates (and, if amended or superseded by a filing prior to supplemented, as of the date of this Agreementany such amendment or supplement) and as filed, then on the date of such filing), contained Company 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 made therein, in light of the circumstances under in which they were made, not misleading. (i) The Company maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Each These disclosure controls and procedures were designed by the management of the financial statements (Company, or caused to be designed under their supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows management of the Company by others within those entities, and its Subsidiaries as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the respective dates or for assets of the respective periods set forth thereinCompany, all (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subjectthat receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company’s management has disclosed to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, in the case of the unaudited interim financial statementsclause (A) or (B), to normal year-end adjustments and exceptions permitted the extent such deficiencies, weaknesses or fraud was discovered by Form 10-Q under the Company’s management as part of its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Since December 31, 1999, there has been no Any material change in the Company's accounting methods or principles except as described internal control over financial reporting required to be disclosed in the notes to the any Company Report has been so disclosed. (ii) The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in or incorporated by reference into the Company contained in Reports as filed with the Company SEC Reports. All of 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 published rules and regulations promulgated thereunder. of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (ii) Except except as set forth may be indicated therein or in the consolidated balance sheets (notes thereto and notes theretoexcept with respect to unaudited statements as permitted by Form 10-Q of the SEC) and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as of their dates, and the results of operations and cash flow for the periods set forth therein (subject to the notes and, in the case of unaudited statements, normal year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to the Company), in each case in conformity with GAAP consistently applied during the periods involved, except as may be noted in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection Reports as filed with the transactions contemplated SEC. (iii) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by this Agreement since September 30Rule 13a-14 and 15d-14 under the Exchange Act or Sections 302 and 906 of Xxxxxxxx-Xxxxx with respect to the Company Reports. For purposes of the preceding sentence, 2000“principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under Xxxxxxxx-Xxxxx. Since the effectiveness of Xxxxxxxx-Xxxxx, neither the Company nor any of its Subsidiaries has incurred arranged any liabilities outstanding “extensions of credit” to directors or obligations executive officers within the meaning of Section 402 of Xxxxxxxx-Xxxxx. (iv) All filings required to be made by the Company or any nature of its Subsidiaries since January 1, 2005, under the PUHCA, the Energy Policy Act of 2005, the Power Act and applicable Laws governing public utilities have been filed with the SEC, the FERC or the applicable PUCs, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements pertaining thereto, including all rates, tariffs, franchises, service agreements and related documents, and as of their respective dates, all of these filings complied with all requirements of applicable Law, except for filings the failure of which to make, or the failure of which to make in compliance with all requirements of applicable Law, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesEffect.

Reports and Financial Statements. (ia) The Company has and each of its Subsidiaries have timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to file any formbe filed or furnished by it with or to the SEC since January 1, report 2014 (all such forms, schedules, statements, documents and reports filed or other document with the SEC. None of furnished by the Company SEC Reportsor any of its Subsidiaries, as of their respective dates (and, if amended including documents and reports filed or superseded by a filing prior to furnished after the date of this Agreement, then on the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such filingamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the 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, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. 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 the Company relating to the Company SEC Documents. (b) (i) Each of the financial statements (including the related notes) consolidated balance sheets included in or incorporated by reference into the Company SEC Reports Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows flows, as the case may be, of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all . The Company Financial Statements have been prepared in conformity accordance with generally accepted accounting principles GAAP ("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 recurring year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31that are not, 1999, there has been no material change individually or in the Company's accounting methods or principles aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as described may be indicated therein or in the notes to thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the consolidated financial statements books and records of the Company contained in the and its consolidated Subsidiaries. The Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied Financial Statements comply 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. Securities Act. PricewaterhouseCoopers LLC has not resigned (iior informed the Company that it intends to resign) Except or been dismissed as set forth independent public accountants of the Company as a result of or in connection with any disagreement with the consolidated balance sheets (and notes thereto) Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its consolidated Subsidiaries are required by GAAP to be included in the Company SEC Reports, and except for liabilities or obligations incurred in consolidated financial statements of the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither Company. (c) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any material joint venture, off-balance sheet partnership or obligations any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of any nature which would reasonably be expected to have a Material Adverse Effect 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). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company. For purposes , any director, officer, employee, auditor or accountant of this Agreementthe Company or any Subsidiary of the Company, "Ordinary Course" meanshas received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any entity, any actions taken in Subsidiary of the regular and ordinary course of that entity's business, consistent in all material respects with past practicesCompany.

Reports and Financial Statements. (ia) The Company has Parent and Services, in its capacity as predecessor registrant, have timely filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, statements, documents, schedules and reports, together with any amendments required to file any form, report be made with respect thereto and exhibits or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended information incorporated therein required to be filed or superseded furnished by a filing them prior to the date hereof, with the SEC since December 31, 2013 (such documents, together with any documents filed with the SEC during such period by Parent and/or Services on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4 and the Joint Proxy Statement, collectively, the “Parent SEC Documents”). As of this Agreementtheir respective dates, then on or, if amended, as of the date of the last such filing)amendment, contained the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished 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, subject to the last sentence of Section 4.12 with respect to the Form S-4 and the Joint Proxy Statement, and none of the Parent SEC Documents 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 a 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. There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents and, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review. None of the Subsidiaries of Parent is, or has at any time since December 31, 2013 been, required to file or is required to file reports with the SEC pursuant to the Exchange Act, other than Services. (b) Each of the consolidated financial statements (including the all related notesnotes and schedules) of Parent and Services included in the Company Parent SEC Reports Documents (i) fairly presents fairlyin all material respects, and the consolidated financial statements (including all related notes and schedules) of Parent and Services included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and Services and their consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 audit adjustments) and exceptions permitted by Form 10-Q under (ii) complied at the Exchange Act. Since December 31time it was filed, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to and each of the consolidated financial statements (including all related notes and schedules) of the Company contained Parent and Services included in the Company Subsequent Parent SEC Reports. All of such Company SEC ReportsDocuments will comply at the time it is filed, 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 accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. of the SEC with respect thereto, prepared in conformity with GAAP (ii) Except as set forth except, in the consolidated balance sheets case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (and except as may be indicated therein or in the notes thereto) of ). Since December 31, 2013 to the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes date of this Agreement, "Ordinary Course" means, with respect to neither Parent nor Services has made any entity, any actions taken material change in the regular accounting practices or policies applied in the preparation of their financial statements, except as required by GAAP, SEC rule or policy or applicable Law and ordinary course of that entity's business, consistent as disclosed in all material respects with past practicesthe Parent SEC Documents.

Reports and Financial Statements. (ia) The Company has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC since November 1, 2014 (all such forms, documents and reports filed or furnished by the Company since such date, the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment (and, report or other document in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the SEC. None applicable requirements of the U.S. Securities Act of 1933, as amended (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 of the SEC promulgated thereunder, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)Documents, contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company’s Subsidiaries is, or at any time since November 1, 2014 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 the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material and to any other adjustments described therein, all including the notes thereto), (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions as permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied and (iii) comply as to form in all material respects with the applicable accounting requirements of under the Securities Act and Act, the Exchange Act and the applicable rules and regulations promulgated thereunder. of the SEC. As of the date of this Agreement, Ernst & Young LLP has not resigned (iior informed the Company that it intends to resign) Except or been dismissed as set forth in the consolidated balance sheets (and notes thereto) independent public accountants of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course as a result of or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither any disagreements with the Company nor any on a matter of its Subsidiaries has incurred any liabilities accounting principles or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreementpractices, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesfinancial statement disclosure or auditing scope or procedure.

Reports and Financial Statements. (ia) The Company has timely filed with the SEC all required Company SEC Reports. None of the Company's Subsidiaries is forms, reports, schedules, statements and other documents required to file any formbe filed by it since April 2, report 1997 under the Securities Act or other document with the SECExchange Act (such documents, as supplemented or amended since the time of filing, the "COMPANY SEC REPORTS"). None As of their respective dates, the Company SEC Reports, as of their respective dates including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, if amended or superseded by a filing prior to in the date case of this Agreementregistration statements and proxy statements, then on the date dates of such filing)effectiveness and the dates of mailing, contained respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (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 light of the circumstances under which they were made, not misleading. Each of the The audited consolidated financial statements (including the related notes) and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports presents fairly(including any related notes and schedules) fairly present, 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 or thereof and the results of their operations and their cash flows for the respective periods set forth therein, all in conformity each case in accordance with generally accepted accounting principles ("GAAP") past practice and GAAP consistently applied during the periods involved (except as otherwise noted therein, disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no that would not be material change in the Company's accounting methods amount or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reporteffect), 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. (iib) Except as set forth in the consolidated balance sheets (The Company has heretofore made available to UMI and notes thereto) MergerSub a complete and correct copy of the Company and its consolidated Subsidiaries included in the any amendments or modifications to any Company SEC Reports, and except for liabilities or obligations incurred in Reports filed prior to the Ordinary Course or in connection date hereof which are required to be filed with the transactions contemplated by this Agreement since September 30, 2000, neither SEC but have not yet been filed with the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC.

Reports and Financial Statements. (ia) The Company has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) since December 31, 2006 (the “Company SEC ReportsDocuments”). None As of their respective dates, or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document with the SEC. None of the Company SEC ReportsDocuments (i) were prepared in accordance with the requirements of the Securities Act and the Exchange Act, as of their respective dates the case may be, and the applicable rules and regulations promulgated thereunder in all material respects, (andii) complied in all material respects with applicable Laws, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained and (iii) did not contain any untrue statement of a material fact or omitted omit to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is required to file any form or report with the SEC. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the Company. To the Company’s knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2005, except as disclosed in the Company SEC Documents. (c) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, Documents were prepared in all material respects, the consolidated financial position accordance with GAAP and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 Regulation S-X of the Securities Act SEC, and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth fairly present in all material respects the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as of the respective 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 United States 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). (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has timely made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) with respect to the Company SEC ReportsDocuments, and except for liabilities or obligations incurred the statements contained in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect such certifications were complete and correct on the Companydate such certifications were made. For purposes of this Agreement, "Ordinary Course" means“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. As of September 30, 2007 and to the Company’s knowledge thereafter it maintains disclosure controls and procedures that comply with respect Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to any entityensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings. As of September 30, any actions taken 2007 and to the Company’s knowledge thereafter, as of the date of this Agreement, (i) there are no significant deficiencies or material weaknesses in the regular and ordinary course design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) nor (ii) any fraud, whether or not material, that entity's business, consistent involves management or other employees who have a significant role in all material respects with past practicesthe Company’s internal controls over financial reporting.

Reports and Financial Statements. (ia) The Company has filed all required Company UNC SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC ReportsReports complied, as of their respective dates (andof filing, if amended or superseded by a filing prior to in all material respects with all applicable requirements of the date Securities Act, the Exchange Act and the rules and regulations of this Agreementthe SEC. As of their respective dates, then on the date none of such filing)forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made. (b) Each of the balance sheets (including the related notes and schedules) included in the UNC SEC Reports fairly presented the consolidated financial position of the UNC Companies as of the respective dates thereof, not misleadingand the other related financial statements (including the related notes and schedules) included therein fairly presented the results of operations and cash flows of the UNC Companies for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notesnotes and schedules) included in the Company UNC SEC Reports (i) complied as to form with the applicable accounting requirements and rules and regulations of the SEC, and (ii) was prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in the case of any unaudited interim financial statements. (c) Except for UNC, none of the UNC Companies is required to file any forms, reports or other documents with the SEC, Nasdaq, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. UNC has timely filed all reports, registration statements and other filings required to be filed by it with the SEC. (d) The balance sheet as of December 31, 1996 included in the UNC 1996 Management Statements fairly presents fairly, in all material respects, the consolidated financial position of the UNC Companies as of that date and consolidated the other related financial statements included therein fairly present the results of operations and cash flows of the Company UNC Companies for the year then ended. The UNC 1996 Management Statements have been prepared in accordance with GAAP consistently applied during the period presented. (e) The balance sheet (including the related notes and its Subsidiaries schedules) included in the Audited 1996 Statements will, when issued, fairly present the consolidated financial position of the UNC Companies as of the respective dates or thereof, and the other related financial statements (including the related notes and schedules) included therein will fairly present the results of operations and cash flows of the UNC Companies for the respective fiscal periods or as of the respective dates set forth therein. The Audited 1996 Statements (including the related notes and schedules) will, all when issued, (i) comply as to form with the applicable accounting requirements and rules and regulations of the SEC, (ii) will have been prepared in conformity accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved presented, except as otherwise noted therein, and subject(iii) will not, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in Schedule 5.5, differ materially from the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesUNC 1996 Management Statements.

Reports and Financial Statements. The Company has furnished or made available to the Investor via the SEC’s XXXXX filing system true and complete copies of the Company’s (i) The Annual Reports on Form 10-K for the fiscal year ended December 31, 2012 as filed with the SEC, (ii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2013, and (iii) all other reports filed with or registration statements declared effective by the SEC since January 1, 2013, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company has was required to file with the SEC since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the “Company SEC Reports”). As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all required material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. None of Except to the Company's Subsidiaries is required to file extent that information contained in any form, report Company SEC Report filed or other document furnished with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing and made publicly available prior to the date of this AgreementAgreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, then on as of their respective dates, none of the date of such filing), Filed 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 of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the schedules and notes thereto) included in the Filed Company SEC Reports comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto. The financial statements (including the related notesschedules and notes thereto) included in the Company Company’s SEC Reports presents (i) have been prepared in accordance with generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis throughout the periods indicated, except as disclosed therein, and (ii) present fairly, in all material respects, the consolidated financial position of the Company as at the dates thereof and consolidated the results of its operations and cash flows of the Company and its Subsidiaries as of the respective dates or flow for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 thereunderthen ended. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company Buyer and each of its Subsidiaries has timely filed with or furnished to the SEC all required Company SEC Reports. None of the Company's Subsidiaries is reports, schedules, forms, statements and other documents required to file be filed or furnished by it since January 1, 2018 (all such documents and reports filed or furnished by Buyer or any formof its Subsidiaries, report or other document with the SEC“Buyer SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andof filing or, in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such the last amended filing), the Buyer 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 none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each , except that information set forth in the Buyer SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including the all related notesnotes and schedules thereto) of Buyer included in the Company Buyer SEC Reports presents fairlyDocuments, (i) fairly present in all material respects, respects the consolidated financial position of Buyer and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions any other adjustments described therein), (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q under applicable rules and regulations of the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), complied as to form (iii) are in accordance, in all material respects with, the books and records of Buyer and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules and regulations promulgated thereunderSecurities Act. (iic) Except as set forth in There are no outstanding or unresolved comments from, or unresolved issues raised by, the consolidated balance sheets (and notes thereto) staff of the Company and its consolidated Subsidiaries included in SEC relating to the Company Buyer SEC ReportsDocuments. None of the Buyer SEC Documents is, to the knowledge of Buyer, the subject of ongoing SEC review, and except for liabilities no enforcement action has been initiated against Buyer relating to disclosures contained in or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company omitted from any Buyer SEC Document. (d) Neither Buyer nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities binding commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar contract (including any contract relating to any transaction or relationship between or among Buyer 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 nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes material transaction involving, or material liabilities of, Buyer or any of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken its Subsidiaries in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesBuyer’s financial statements or other Buyer SEC Documents.

Reports and Financial Statements. (i) The Company Anthem has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents required Company to be filed or furnished by it with the SEC since January 1, 2013 (collectively, as they have been amended since the time of their filing and including all exhibits thereto and all other information incorporated therein, the “Anthem SEC Reports”). None No material Subsidiary of the Company's Subsidiaries Anthem is required to file any form, report report, registration statement, prospectus or other document with the SEC. None of the Company Anthem SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), 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 financial statements (including the related notes) included in the Company Anthem SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Anthem and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles in the United States ("“GAAP"”) consistently applied during on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to accruals for a fair presentation of Anthem’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements of the Company contained in the Company SEC Reportsstatements. All of such Company Anthem SEC ReportsReports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Company Anthem SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunderXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Anthem SEC Report. (ii) Except as set forth (A) to the extent disclosed, reflected or reserved against in the consolidated balance sheets (and notes thereto) sheet of the Company and its consolidated Subsidiaries Anthem included in the Company Anthem SEC ReportsReport last filed prior to the date hereof, and except for liabilities or obligations (B) as incurred in the Ordinary Course ordinary course of business consistent with past practice since the date of the balance sheet referred to in the preceding clause (A), or (C) as incurred in connection with the transactions or expressly contemplated by this Agreement since September 30Agreement, 2000, neither the Company nor any of its Subsidiaries has incurred Anthem does not have any liabilities or obligations of any nature which nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due, that have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesAnthem.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2018 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required date of the last such amendment, the Company SEC Documents complied, as to file any form, report or other document in all material respects with the SEC. None requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each , except that information set forth in the Company 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. (b) The consolidated financial statements (including all related notes and schedules thereto) of the related notes) Company included in the Company SEC Reports presents fairly, Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of consolidated Subsidiaries, at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in absence of footnote disclosure) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to thereto), (iii) have been prepared from, and are in accordance with, the consolidated financial statements books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates and its consolidated Subsidiaries and (and as of the date of any amendment to the respective Company SEC Report), complied as to form iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules and regulations promulgated thereunderSecurities Act. (iic) Except as set forth As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the consolidated balance sheets (staff of the SEC received by the Company relating to the Company SEC Documents. The Company has heretofore made available to Parent, through XXXXX or otherwise, true, correct and notes thereto) complete copies of all material written correspondence between the Company or any of its Subsidiaries and the SEC occurring since January 1, 2018. As of the date of this Agreement, none of the Company and its consolidated Subsidiaries included in SEC Documents is, to the Company knowledge of the Company, the subject of ongoing SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither review. (d) Neither the Company nor any of its Subsidiaries has incurred is a party to, nor does it have any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations 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 nature which would reasonably be expected to have a Material Adverse Effect on material transaction involving, or material liabilities of, the Company. For purposes Company or any of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken its Subsidiaries in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesCompany Financial Statements or the Company SEC Documents.

Reports and Financial Statements. (ia) The Company has --------------------------------- filed all SEC Reports required to be filed by the Company with the SEC since April 1, 1997 (the "Company SEC ReportsDocuments"). None As of its respective date, each --------------------- Company SEC Document complied in all material respects with the requirements of the Company's Subsidiaries is required Exchange Act or the Securities Act, as the case may be, applicable to file any form, report or other document with the SEC. None of the such Company SEC ReportsDocument, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyDocuments 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 all material respectslight of the circumstances under which they were made, not misleading. No Subsidiaries of the consolidated financial position and consolidated results of operations and cash flows of Company are SEC reporting companies. (b) Since March 31, 1998, the Company and its Subsidiaries as of have filed all Reports required to be filed with any Governmental Authorities other than the respective dates or for SEC, including state securities administrators, except where the respective periods set forth therein, all in conformity with 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, failure to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements file any such Reports of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes Such Reports of the Company, including all those filed after the date of this Agreement and prior to the Effective Time, were or will be prepared in all material respects in accordance with the requirements of applicable Law. (c) The Company Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports of the Company filed with the SEC (i) have been or will have been prepared in accordance with applicable accounting requirements and the published Regulations of the SEC and in accordance with GAAP consistently applied (except (A) to the extent required by changes in GAAP and (B) with respect to SEC Reports of the Company filed prior to the date of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken as may be indicated in the regular notes thereto) and ordinary course (ii) fairly present the consolidated financial position of that entity's businessthe Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (and include, consistent in all material respects with past practicesthe case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments).

Reports and Financial Statements. The Company has furnished or made available to the Investor via the SEC’s XXXXX filing system true and complete copies of the Company’s (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2006, December 31, 2005, and December 31, 2004, as filed with the SEC, (ii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports filed with or registration statements declared effective by the SEC since January 1, 2004, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (the documents referred to in clauses (i) through (iii), together with all accompanying exhibits and all information incorporated therein by reference, being referred to herein collectively as the “Company SEC Reports”). The Company has timely made all filings and furnishings with the SEC required of the Company pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed or furnished with the SEC and complied in all required material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC and the NASDAQ Stock Market thereunder applicable to such Company SEC Reports. None of Except to the Company's Subsidiaries is required to file extent that information contained in any form, report Company SEC Report filed or other document furnished with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing and made publicly available prior to the date of this AgreementAgreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, then on as of their respective dates, none of the date of such filing), Filed 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 of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, the schedules and notes thereto) included in the Filed Company SEC Reports comply in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the SEC with respect thereto. The financial statements (including the related notesschedules and notes thereto) included in the Company Company’s SEC Reports presents (i) have been prepared in accordance with generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis throughout the periods indicated, except as disclosed therein, and (ii) present fairly, in all material respects, the consolidated financial position of the Company as at the dates thereof and consolidated the results of its operations and cash flows of the Company and its Subsidiaries as of the respective dates or flow for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 thereunderthen ended. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company Sodium and each of its Subsidiaries has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SECSEC since January 1, 2021 (all such documents and reports filed or furnished by Sodium or any of its Subsidiaries on or after such date, the “Sodium SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date Sodium SEC Documents complied in all material respects with the requirements of such filing)the Exchange Act and the Securities Act, as the case may be, and none of the Sodium SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each , except that information set forth in the Sodium 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. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Sodium included in the Company Sodium SEC Reports presents fairly, Documents fairly present in all material respects, respects the consolidated financial position of Sodium and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions 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 Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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. (iic) Except as set forth in the consolidated Sodium is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheets sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Sodium and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred Subsidiaries, on the one hand, and any liabilities unconsolidated Affiliate, including any structured finance, special purpose or obligations 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 purpose of such contract is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreementmaterial transaction involving, "Ordinary Course" meansor material liabilities of, with respect to Sodium, in Sodium’s published financial statements or any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSodium SEC Documents.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”) since July 1, 2013. None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment (and, report or other document in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since July 1, 2013 complied in all material respects with the SEC. None 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 Company SEC ReportsDocuments filed since July 1, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), 2013 contained any untrue statement of a material fact or omitted to state a 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. Each None of the Company’s Subsidiaries is, or at any time since July 1, 2013 has been, required to file any forms, reports or other documents with the SEC. Since July 1, 2013, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, (i) 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 and (ii) none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in or incorporated by reference into the Company SEC Reports presents fairlyDocuments filed since July 1, 2013 (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all (ii) were prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions as permitted by Form 10-Q or any successor form under the Exchange Act. Since December 31, 1999, there has been no material change in Act and subject to normal year-end audit adjustments and the Company's accounting methods or principles absence of footnote disclosure) applied on a consistent basis during the periods involved (except as described may be indicated therein or in the notes to thereto), (iii) have been prepared from, and are in accordance with, the consolidated financial statements books and records of the Company contained and its consolidated subsidiaries in the Company SEC Reports. All of such Company SEC Reportsall material respects and (iv) complied, as of their respective dates (and as of filing with the date of any amendment to the respective Company SEC Report)SEC, complied as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the Securities Act and SEC, the Exchange Act and the rules Securities Act. The books and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) records of the Company and its consolidated Subsidiaries included have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed the Company SEC Reports, and except for liabilities that it intends to resign) or obligations incurred in been dismissed as independent public accountants of the Ordinary Course Company as a result of or in connection with any disagreements with the transactions contemplated by this Agreement since September 30Company on a matter of accounting principles or practices, 2000, neither financial statement disclosure or auditing scope or procedure. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since July 1, 2013, (i) none of the Company or any Subsidiary of the Company nor, to the knowledge of the Company, any director or officer of the Company has incurred any liabilities received or obligations otherwise had or obtained knowledge of any nature which would reasonably be expected to have a Material Adverse Effect on material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company. For purposes Company or any Subsidiary of this Agreementthe Company or any material complaint, "Ordinary Course" meansallegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any entitySubsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any actions taken in Subsidiary of the regular and ordinary course Company or any of that entity's businesstheir respective officers, consistent in all material respects with past practicesdirectors, employees or agents to the Company Board of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.

Reports and Financial Statements. (ia) The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1999 (collectively, including all exhibits thereto, the "Company SEC Reports"). None No Subsidiary of the Company's Subsidiaries --------------- Company is required to file any form, report report, registration statement, prospectus or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, 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 financial statements (including the related notes) included in the Company SEC Reports 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 or for the respective periods set forth therein, all in conformity with 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 the absence of notes and normal year-end adjustments that have not been and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no are not expected to be material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsamount. All of 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. (iib) Except as set forth disclosed in the consolidated Company Reports filed prior to the date hereof, since December 31, 1999, the Company and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheets (and notes thereto) sheet of the Company and its consolidated Subsidiaries included or the footnotes thereto prepared in the Company SEC Reportsconformity with GAAP, and except for other than (A) liabilities or obligations incurred in the Ordinary Course ordinary course of business or (B) liabili- ties that, in connection with the transactions contemplated by this Agreement since September 30aggregate, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2022 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC ReportsDocuments”). None As of their respective dates or, if amended, as of the Company's Subsidiaries is required to file any formdate of the last such amendment, report or other document the Company SEC Documents complied in all material respects with the SEC. None requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”), as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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 Company SEC Documents as of a later date (but before the date of this representation) will be deemed to modify information as of an earlier date. Each There are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents, and to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, Documents fairly present in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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. (iic) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither Neither the Company nor any of its Subsidiaries is a party to, or has incurred any liabilities commitment to become a party to, any joint venture, off-balance sheet partnership or obligations any similar contract (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on material transaction involving, or material liabilities of, the Company in the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to ’s published financial statements or any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesCompany SEC Documents.

Reports and Financial Statements. (ia) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to Through the date of this Agreement, then on Parent has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (the “Parent SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates, or, if amended prior to the date hereof, as of the date of the last such filing)amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the 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 a 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. Each of the . (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in the Company Parent SEC Reports presents fairlyDocuments (i) have been prepared from, and are based upon the books and records of Parent and its consolidated subsidiaries and (ii) fairly present in all material respects, respects the consolidated financial position of Parent and its consolidated subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions 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 Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in SEC) applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to thereto). (c) To the consolidated financial statements knowledge of the Company contained in the Company SEC Reports. All of such Company SEC ReportsParent, 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" meansthere are no SEC inquiries or investigations, with respect to other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any entity, any actions taken in the regular and ordinary course accounting practices of that entity's business, consistent in all material respects with past practicesParent.

Reports and Financial Statements. (ia) The Company Parent has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing furnished prior to the date hereof by it with the SEC since December 31, 2008 (the “Parent SEC Documents”). As of this Agreementtheir respective dates, then on or, if amended, as of the date of the last such filing)amendment, contained the Parent SEC Documents complied in all material respects, and all documents required to be filed or furnished 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 and the Exchange Act, or other applicable Laws, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and none of the Subsequent Parent SEC Documents will contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a 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. Each of the . (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in the Company Parent SEC Reports presents fairlyDocuments fairly present in all material respects, and when 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 and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein including the notes thereto) in conformity with or on a basis reconciled to GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Actapplicable 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 December 31, 19992008, there Parent has been no material not made any change in the Company's accounting methods practices or principles policies applied in the preparation of its financial statements, except as described in the notes to the consolidated financial statements of the Company contained in the Company required by GAAP, SEC Reports. All of 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 regulatory rule or policy or applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaw. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company has filed all SEC Reports required to be filed by the Company with the SEC (the "Company SEC ReportsDocuments"). None As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Company's Subsidiaries is required Exchange Act or the Securities Act, as the case may be, applicable to file any form, report or other document with the SEC. None of the such Company SEC ReportsDocument, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyDocuments 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 all material respects, the consolidated financial position and consolidated results of operations and cash flows light of the circumstances under which they were made, not misleading. No Subsidiaries of the Company are SEC reporting companies. (b) The Company and its Subsidiaries as of have filed all Reports required to be filed with any Governmental Authorities other than the respective dates or for SEC, including state securities administrators, except where the respective periods set forth therein, all in conformity with 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, failure to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements file any such Reports of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes Such Reports of the Company, including all those filed after the date of this Agreement and prior to the Effective Time, were or will be prepared in all material respects in accordance with the requirements of applicable Law. (c) The Company Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports of the Company filed with the SEC (i) have been or will have been prepared in accordance with applicable accounting requirements and the published Regulations of the SEC and/or in accordance with GAAP consistently applied (except (A) to the extent required by changes in GAAP and (B) with respect to SEC Reports of the Company filed prior to the date of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken as may be indicated in the regular notes thereto) and ordinary course (ii) fairly present the consolidated financial position of that entity's businessthe Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (and include, consistent in all material respects with past practicesthe case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments).

Reports and Financial Statements. (i) The Company has made available to Liberty and Parent true and complete copies of all Company Commission Filings filed all required Company SEC Reports. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof and agrees to provide Liberty with true and complete copies of this Agreement, then on all Company Commission Filings filed after the date hereof. The Company Commission Filings constitute all of the documents (other than preliminary material) required to be filed by the Company with the Commission since September 1, 1993. As of their respective dates, each of the Company Commission Filings complied and, in the case of filings after the date hereof, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations under each such Act, and none of the Company Commission Filings contained as of such filing), contained date 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 When filed with the Commission, the financial statements (including the related notes) included in the Company SEC Reports presents fairly, Commission Filings complied as to form in all material respectsrespects with the applicable rules and regulations of the Commission and were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated subsidiaries as at the dates thereof and the consolidated results of the respective dates or their operations and their consolidated cash flows for the respective periods set forth thereinthen ended, all in conformity with 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 normal, recurring year-end adjustments audit adjustments. Except as and exceptions permitted by to the extent reflected or reserved against in the financial statements included in the Company's Quarterly Report on Form 10-Q under for the Exchange Actquarter ended August 31, 1999 (the "Company Form 10-Q") or as disclosed therein, the Company did not as of such date have any material liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits). Since December August 31, 1999, there the Company has been no material change not incurred any liability or obligation of any kind that alone or in the Company's accounting methods or principles aggregate is material, except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (i) The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1998 (collectively, including all exhibits thereto, the "Company SEC Reports"). None No Subsidiary of the Company's Subsidiaries Company is required to file any form, report report, registration statement or prospectus or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, 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 financial statements (including the related notes) included in the Company SEC Reports 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 or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") 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 and recurring year-end adjustments that have not been and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no are not expected to be material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsamount. All of 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) Except as set forth disclosed in the consolidated Company SEC Reports filed prior to the date hereof, since December 31, 1999, the Company and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheets (and notes thereto) sheet of the Company and its consolidated Subsidiaries included or the footnotes thereto prepared in the Company SEC Reportsconformity with GAAP, and except for other than (A) liabilities or obligations incurred in the Ordinary Course ordinary course of business, or (B) liabilities that, in connection with the transactions contemplated by this Agreement since September 30aggregate, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to will not have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (i) The Company has filed all required Company SEC Reports. None of the Company's Subsidiaries is reports, schedules, forms, statements and other documents required to file any form, report or other document be filed by it with the SECSEC with respect to periods commencing on and after January 1, 1997 (collectively, including all exhibits thereto, the "COMPANY SEC REPORTS"). None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or of the Closing Date, then on the date of such filing), 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 the light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods 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 the absence of complete notes and normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsadjustments. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC ReportsReports filed prior to the date of this Agreement, and except for liabilities or and obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement ordinary course of business since September 30December 31, 20001998, neither the Company nor any of its Subsidiaries has incurred does not have any liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of the Company which would be reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (i) The Company Xxxxxx-Xxxxxxx has filed all required Company registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1998 (collectively, including all exhibits thereto, the "Xxxxxx-Xxxxxxx SEC Reports"). None No Subsidiary of the Company's Subsidiaries Xxxxxx-Xxxxxxx is required to file any form, report report, registration statement or prospectus or other document with the SEC. None of the Company Xxxxxx-Xxxxxxx SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, 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 financial statements (including the related notes) included in the Company Xxxxxx-Xxxxxxx SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Xxxxxx-Xxxxxxx and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") 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 and recurring year-end adjustments that have not been and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no are not expected to be material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsamount. All of such Company Xxxxxx-Xxxxxxx SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company Xxxxxx-Xxxxxxx 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) Except as set forth disclosed in the consolidated balance sheets (and notes thereto) of Xxxxxx-Xxxxxxx SEC Reports filed prior to the Company date hereof, since December 31, 1998, Xxxxxx-Xxxxxxx and its consolidated Subsidiaries included have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Xxxxxx-Xxxxxxx and its Subsidiaries or the footnotes thereto prepared in the Company SEC Reportsconformity with GAAP, and except for other than (A) liabilities or obligations incurred in the Ordinary Course ordinary course of business, or (B) liabilities that, in connection with the transactions contemplated by this Agreement since September 30aggregate, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesXxxxxx-Xxxxxxx.

Reports and Financial Statements. (ia) The Company has Since September 30, 2013, Parent and each of its and its Subsidiaries’ predecessor entities (each such entity, a “Parent Predecessor Entity”), have filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports (including exhibits and other information incorporated therein) required to file be filed or furnished by Parent or any form, report or other document Parent Predecessor Entity with the SEC. None of SEC (collectively with respect to all such entities, the Company “Parent SEC Reports, as of their respective dates (and, if amended or superseded by a filing Documents”) and have filed prior to the date hereof all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of this Agreementsuch party with the Registrar of Companies in Ireland. As of their respective dates, then on or, if amended, as of the date of (and giving effect to) the last such filing)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 a 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. Each of No Parent Subsidiary is, or at any time since September 30, 2013 has been, subject to the periodic reporting requirements under the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of Parent or the related notes) included in relevant filer of Parent, a Parent Subsidiary or the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), Parent Predecessor Entity when filed complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunderof 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 such Person and its consolidated Subsidiaries, as at the respective 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 which are not material and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, 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). (iic) Except as set forth in the consolidated balance sheets (and notes thereto) As of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes date of this Agreement, "Ordinary Course" means, there are no outstanding or unresolved comments received from the SEC with respect to any entityof the Parent SEC Documents, and, to Parent’s knowledge, none of the Parent SEC Documents is the subject of any actions taken in ongoing review by the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC.

Reports and Financial Statements. (ia) The To the Company’s knowledge, the Company has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports (including exhibits) required to file any form, report be filed or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing furnished prior to the date of this AgreementAgreement by it with the Securities and Exchange Commission (the “SEC”) since December 31, then on 2004 (the “Company SEC Documents”). To the Company’s knowledge, as of their respective dates, or, if amended prior to the date hereof, as of the date of the last such filing)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Company’s knowledge, no Subsidiary of the Company is required to file any form or report with the SEC. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company’s Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Each of the consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports Documents has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presents fairly, in all material respects, respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) in conformity with United States GAAP (except, in the case of the Company and its consolidated Subsidiaries included in unaudited statements, as permitted by the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesSEC).

Reports and Financial Statements. (i) The Company Denali has filed all reports required Company SEC Reports. None to be filed by it under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Company's Subsidiaries is required to file Commission promulgated thereunder, on a timely basis or has received a valid extension of such time of filing and has filed any form, report or other document with the SEC. None of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing such reports prior to the expiration of any such extension (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date of this Agreement, then on first written above through the date of such Closing with the Commission, including all information incorporated therein by reference, collectively, the “SEC Reports”). The SEC Reports (a) complied and will comply as to form in all material respects with the requirements of the Exchange Act, and (b) did not, at the time of their filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 comply in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) of the Commission with respect thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis(“GAAP”), and fairly represent the financial position of Denali and 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 and the omission of certain footnotes. Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries Denali has incurred any no liabilities or obligations of any nature which would reasonably (whether accrued, absolute, contingent or otherwise) required by GAAP to be expected to have set forth on a Material Adverse Effect on the Company. For purposes balance sheet of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken Denali or in the regular notes thereto. There are no financial or contractual obligations and ordinary course liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. As of that entity's businessthe Closing, consistent all liabilities of Denali shall have been paid off and shall in all material respects with past practicesno event remain liabilities of Denali or Can-Fxxx following the Closing.

Reports and Financial Statements. (i) The Company Regis has timely filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents required Company to be filed by it with the SEC since July 1, 2003 (collectively, including all exhibits thereto, the “Regis SEC Reports”). None No Subsidiary of the Company's Subsidiaries Regis is required to file any form, report report, registration statement, prospectus or other document with the SEC. None Each of the Company Regis SEC Reports, as of their respective dates at the time it was filed (andor, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), complied in all material respects with the requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and the NYSE and the rules and regulations promulgated thereunder, as applicable, and none of such Regis 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. The Regis Filed SEC Reports contain the audited consolidated balance sheet of Regis and its Subsidiaries as of June 30, 2005 and 2004, and the related audited consolidated statements of income, cash flows and shareholders’ equity for the fiscal years ended June 30, 2005 and 2004 (such statements, together with the notes thereto, the “Regis Financial Statements”). Each of the Regis Financial Statements and each of the other financial statements (including the related notes) included in the Company Regis SEC Reports presents fairlyfairly presents, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Regis and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with 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 and recurring year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsadjustments. All of such Company Regis SEC Reports, as of their respective filing dates (and as of the date of any amendment to the respective Company Regis SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Act and the Exchange Act NYSE and the rules and regulations promulgated thereunder. (ii) Except as set forth disclosed in the Regis SEC Reports filed after July 1, 2003 and publicly available prior to the date hereof (the “Regis Filed SEC Reports”) or in the Regis Financial Statements, since July 1, 2005, Regis and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheets (and notes thereto) sheet of the Company Regis and its consolidated Subsidiaries included or in the Company SEC Reportsfootnotes thereto prepared in conformity with GAAP, and except for other than liabilities or obligations incurred in the Ordinary Course ordinary course of business or that, individually or in connection with the transactions contemplated by this Agreement since September 30aggregate, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on Regis. (iii) Each of the Companyprincipal executive officer of Regis and the principal financial officer of Regis (or each former principal executive officer of Regis and each former principal financial officer of Regis, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Act with respect to the Regis SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this AgreementSection 5.1(d), "Ordinary Course" means“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (iv) Regis and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Regis (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Regis 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 and forms and is accumulated and communicated to Regis’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Regis required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to Regis’s auditors and the audit committee of Regis’s Board of Directors (x) any entity, any actions taken significant deficiencies and material weaknesses in the regular design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Regis’s ability to record, process, summarize and ordinary course report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Regis’s internal controls over financial reporting. Regis has delivered to Xxxxxxx-Xxxxxx and Spinco any such disclosure made by management to Regis’s auditors and the audit committee of that entity's business, consistent in all material respects with past practicesRegis’s Board of Directors.

Reports and Financial Statements. (ia) The From January 1, 2020 through the date of this Agreement, the Company has filed or furnished all forms, documents and reports with the SEC required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act (the “Company SEC ReportsDocuments”). None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing (and, in the case of registration statements and proxy statements, on the date of such filingeffectiveness and the dates of the relevant meetings, respectively)), the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) complied in all material respects with the applicable 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 Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) contained any untrue statement of a material fact or omitted to state a 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. Each As of the date hereof, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding or unresolved comments. The Company has, prior to the date hereof, delivered, or otherwise made available through filings with the SEC, to Parent with accurate and complete copies of all comment letters received by the Company since January 1, 2020 relating to the Company SEC Documents, together with all written responses of the Company thereto. The Company Subsidiary is, or at any time since January 1, 2020 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 the related notes) Company included in the Company SEC Reports presents fairlyDocuments (i) complied as to form, as of their respective filing dates, in all material respectsrespects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect as of their respective filing dates, (ii) fairly presented in all material respects the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries the Company Subsidiary, as of the respective dates or thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein, including the notes thereto), and (iii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, to the extent permitted by Form 10the 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 the Company Subsidiary is a party to, nor does it have any commitment to become a party to any “off-Q balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act. Since December 31), 1999where the result, there has been no purpose or effect of such Contract is to avoid disclosure of any material change in the Company's accounting methods transaction involving, or principles except as described in the notes to the consolidated financial statements of material liabilities of, the Company contained or the Company Subsidiary in the Company SEC Reports. All of 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 thereunderDocuments. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company has filed all SEC Reports required to be filed by the Company with the SEC since January 1, 1997 (the "Company SEC ReportsDocuments"). None As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Company's Subsidiaries is required Exchange Act or the Securities Act, as the case may be, applicable to file any form, report or other document with the SEC. None of the such Company SEC ReportsDocument, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the financial statements (including the related notes) included in the Company SEC Reports presents fairlyDocuments 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 all material respectslight of the circumstances under which they were made, not misleading. No Subsidiaries of the consolidated financial position and consolidated results of operations and cash flows of Company are SEC reporting companies. (b) Since December 31, 1997, the Company and its Subsidiaries as of have filed all Reports required to be filed with any Governmental Authorities other than the respective dates or for SEC, including state securities administrators, except where the respective periods set forth therein, all in conformity with 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, failure to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements file any such Reports of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes Such Reports of the Company, including all those filed after the date of this Agreement and prior to the Effective Time, were prepared in all material respects in accordance with the requirements of applicable Law. (c) The Company Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports of the Company filed with the SEC (i) have been or will have been prepared in accordance with applicable accounting requirements and the published Regulations of the SEC and in accordance with GAAP consistently applied (except (A) to the extent required by changes in GAAP and (B) with respect to SEC Reports of the Company filed prior to the date of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken as may be indicated in the regular notes thereto) and ordinary course (ii) fairly present the consolidated financial position of that entity's businessthe Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (and include, consistent in all material respects with past practicesthe case of any unaudited interim financial statements, reasonable accruals for normal year- end adjustments).

Reports and Financial Statements. (ia) The Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “Company SEC ReportsDocuments”). None As of their respective dates, or, if amended, as of the Company's Subsidiaries is date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents required to file any form, report be filed or other document furnished by the Company with the SEC. None 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 and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC ReportsDocuments contained, as and none of their respective dates (andthe Subsequent Company SEC Documents will contain, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted omitted, or will omit, to state a 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. Each of No Subsidiary is required to file any form, report or other document with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments fairly present in all material respects, and when included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions to any other adjustments described therein including the notes thereto) in conformity with applicable generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 19992007, there the Company has been no material not made any change in the Company's accounting methods practices or principles policies applied in the preparation of its financial statements, except as described in the notes to the consolidated financial statements of the Company contained in the Company required by GAAP, SEC Reports. All of 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 rule or policy or applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaw. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices.

Reports and Financial Statements. (ia) The Company has filed all forms, reports, statements, certificates and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2018 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since December 31, 2018, with any amendments or supplements thereto, collectively, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the Effective Date, complied as of their respective dates, or if amended or supplemented prior to the Effective Date, as of the date of the last such amendment or supplement, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. None of the Company's ’s Subsidiaries is required to file any form, report or other document periodic reports with the SECSEC under the Securities Act, the Exchange Act, or the Xxxxxxxx-Xxxxx Act. None of the Company SEC ReportsReports contained, when filed with the SEC or, if amended, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates or for the respective periods therein set forth therein, all in conformity with 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 adjustments and exceptions other adjustments described therein, including the notes thereto). Each of such consolidated financial statements (including the related notes and schedules, where applicable) complied, as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. (c) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since December 31, 1999, there has been no The Company’s disclosure controls and procedures are reasonably designed to ensure that all material change information required to be disclosed by the Company in the Company's accounting methods reports that it files or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of 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 furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) forms of the Company and its consolidated Subsidiaries included in the Company SEC ReportsSEC, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected that all such material information is accumulated and communicated to have a Material Adverse Effect on the Company. For purposes ’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesXxxxxxxx-Xxxxx Act.

Reports and Financial Statements. (ia) The Company has timely filed or furnished all forms and reports required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) between January 1, 2008 and the date of this Agreement (the “Company SEC ReportsDocuments”). None As of their respective dates, or, if amended, as of the Company's Subsidiaries is required date of the last such amendment, the Company SEC Documents complied in all material respects as to file any form, report or other document form with the SEC. None applicable requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the Securities Act and the Exchange Act, as the case may be, and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. (b) The Company has made available to the Parent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and the Company or any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and until the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to any Company SEC Documents. Each of the consolidated financial statements (as restated, if applicable, and including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, in all material respects, Documents or filed after the consolidated financial position date of this Agreement (i) were or will be prepared from the books and consolidated results of operations and cash flows records of the Company and its Subsidiaries Subsidiaries, (ii) as of their respective dates (or if amended prior to the date of this Agreement, as of the date of such amendment) complied in all material respects with all applicable accounting requirements (except, in the case of unaudited statements, for the absence of footnotes) and with the rules and regulations of the SEC with respect thereto, (iii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows and changes in shareholders’ equity for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein), and (iv) were or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), 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. (iic) Except as set forth in the consolidated balance sheets (and notes theretoSection 4.7(c) of the Company Disclosure Schedule is a true and its consolidated Subsidiaries included in complete schedule of the Company SEC Reports, and except for liabilities or obligations incurred in Company’s outstanding Indebtedness as of the Ordinary Course or in connection with the transactions contemplated by this Agreement since close of business on September 30, 20002010. As of September 30, neither 2010, the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature which would reasonably be expected to have a Material Adverse Effect on unused commitment under the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practices’s credit facility was approximately $11,000,000.

Reports and Financial Statements. (ia) The Company has filed all forms, documents and reports required to be filed prior to the date hereof by it with the SEC since May 31, 2006 (the “Company SEC ReportsDocuments”). None As of their respective dates, and, if amended, as of the Company's Subsidiaries is required to file any formdate of such amendment, report or other document with the SEC. None of the Company SEC ReportsDocuments complied in all material respects, and all documents required to be filed by the Company with the SEC on or 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 of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of their respective dates (and, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filingamendment), contained the Company SEC Documents did not, and any Subsequent Company SEC Documents filed with or furnished to the SEC 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 made therein, in light of the circumstances under in which they were made, not misleading. Each of the . (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairlyDocuments (the “Company Financials”) fairly present in all material respects, and the consolidated financial statements (including all related notes and schedules thereto) included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries consolidated Subsidiaries, as of the respective dates or thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 and exceptions audit adjustments, none of which will have a Material Adverse Effect) 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 May 31, 2008 and prior to the date hereof, the Company 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 or SEC rule or policy or applicable Law. (c) As of May 31, 2008, the Company’s principal executive officer and its principal financial officer have devised and maintained a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the rules and regulations under the Exchange Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company internal controls. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed in the Company’s periodic reports under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. Since December 31June 1, 19992007 and prior to the date of this Agreement, there has been no material change in the Company's complaints from any source regarding accounting, internal accounting methods controls or principles except as described in the notes to the consolidated financial statements auditing matters, and no material concerns from any employee of the Company contained in the Company SEC Reports. All of 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) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities regarding questionable accounting or obligations of any nature which would reasonably be expected to auditing matters, have a Material Adverse Effect on been received by the Company. For purposes The Company has made available to Parent, prior to the date of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course a summary of that entity's business, consistent in all material respects with past practicescomplaints or concerns relating to other matters made since June 1, 2007 and through the execution of this Agreement through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board of Directors or the Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act of 2002 or any Company policy contemplating such reporting, including in instances not required by those rules.

Reports and Financial Statements. (ia) The Except as set forth in Section 5.7 of the Company Disclosure Schedule, Company has filed all required registration statements, prospectuses, notifications, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since March 30, 2004 (collectively the “Company SEC Reports”). None No Subsidiary of the Company's Subsidiaries Company is required to file any form, report report, registration statement, prospectus or other document with the SEC. None As of the Company SEC Reports, as of their respective dates its filing date (andor, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), contained each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or 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, therein not misleading. Each of the consolidated financial statements (including the related notes) included in the Company SEC Reports 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 or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("“GAAP"”) consistently applied during the periods and at the respective dates involved (except as otherwise noted thereinmay be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not had and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes are not reasonably expected to the consolidated financial statements of the have a Company contained in the Company SEC ReportsMaterial Adverse Effect. All of such Company SEC Reports, as of at their respective dates (and as of at 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. (iib) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included disclosed in the Company SEC Reports filed and publicly available with respect to the two (2) year period immediately prior to the date hereof (the “Company Filed SEC Reports”), Company and except for its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Company and its Subsidiaries or obligations the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any ordinary course of its Subsidiaries has incurred any liabilities or obligations of any nature which would business that have not had and could not reasonably be expected to have a Company Material Adverse Effect on and could not reasonably be expected to prevent or materially delay consummation of any of the Company. For purposes of Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, "Ordinary Course" meansor (B) liabilities incurred in accordance with Section 7.1. (c) Company has furnished HSW with a true and correct copy of a payment schedule agreement between Company and Xxx Xxxxx Wing pursuant to which Xxx Xxxxx Wing has agreed to repay an account receivable owed to Company. To the knowledge of Company, Xxx Xxxxx Wing is materially in compliance with respect to any entity, any actions taken in the regular and ordinary course terms of that entity's business, consistent in all material respects with past practicessuch agreement.

Reports and Financial Statements. (ia) The Since January 1, 2014, the Company has timely filed or furnished all required forms, certifications, schedules, exhibits, documents and reports with the SEC (such forms, certifications, schedules, exhibits, documents and reports, the “Company SEC Reports. None of the Company's Subsidiaries is Documents”) required to file any form, report be filed or other document furnished by it with the SEC. None As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the 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 rules and regulations promulgated thereunder applicable to such Company SEC Documents and none of the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), Documents contained any untrue statement of a material fact or omitted to state a 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. Each Since January 1, 2014, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. The Company has made available to Parent true and complete copies of all comment letters and any other material correspondence between the SEC, on the one hand, and the Company or any Company Subsidiaries, on the other hand, since January 1, 2014 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any Company SEC Document and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, Documents (i) have been prepared in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity accordance with generally accepted accounting principles United States Generally Accepted Accounting Principles ("“GAAP"”) consistently applied during the periods involved except as otherwise noted therein, and subject(except, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions the extent permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no SEC) in all material change in respects applied on a consistent basis throughout the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Reportthereto), (ii) when filed complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations promulgated thereunder. of the SEC with respect thereto in effect at the time of such filing and (iiiii) Except as set forth fairly present in all material respects the consolidated balance sheets (and notes thereto) financial position of the Company and its consolidated Subsidiaries included Subsidiaries, as at the respective 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) The Company SEC Reports, has established disclosure controls and except for liabilities or obligations incurred procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information required to be disclosed by the Company in the Ordinary Course reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has designed and maintains a system of internal control over financial reporting (as defined in connection with Rules 13a-15(f) and 15d-15(f) of the transactions contemplated by this Agreement since September 30, 2000, neither Exchange Act) to provide reasonable assurances regarding the reliability of financial reporting for the Company. Neither the Company nor any of its the Company Subsidiaries, nor, to the Knowledge of the Company, any Representative of the Company or any of the Company Subsidiaries has incurred received in writing any liabilities material complaint, allegation, assertion or obligations claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any nature which would reasonably be expected to have a Material Adverse Effect on of the Company. For purposes Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of this Agreement, "Ordinary Course" means, the Company Subsidiaries has engaged in questionable accounting or auditing practices. (d) Each of the chief executive officer of the Company and the chief financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any entitythe Company SEC Documents, any actions taken and the statements contained in the regular and ordinary course of that entity's business, consistent such certifications are accurate in all material respects with past practicesas of the date of this Agreement.

Reports and Financial Statements. (i) The Company Each of Oryx and Sun Energy Partners, L.P. ("Oryx Partnership") has filed all required Company registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1997 (collectively, including all exhibits thereto, the "Oryx SEC Reports"). None Since such date, no other Subsidiary of the Company's Subsidiaries is Oryx has been required to file or has filed any form, report report, registration statement, prospectus or other document with the SEC. None of the Company Oryx SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on as of 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 financial statements (including the related notes) included in the Company Oryx SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Oryx or Oryx Partnership, as the Company case may be, and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") 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 adjustments that have not been and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no are not expected to be material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reportsamount. All of such Company Oryx SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company Oryx 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) Except as set forth in the Since December 31, 1997, Oryx and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheets (and notes thereto) sheet of Oryx or Oryx Partnership, as the Company case may be, and its consolidated Subsidiaries included or the footnotes thereto prepared in the Company SEC Reportsconformity with GAAP, and except for other than (A) liabilities or obligations incurred in the Ordinary Course ordinary course of business or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company nor any of its Subsidiaries has incurred any (B) liabilities or obligations of any nature which that would not reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesOryx.

Reports and Financial Statements. (ia) The Company Parent and each of its Subsidiaries has filed or furnished all required Company SEC Reports. None of the Company's Subsidiaries is forms, documents and reports required to file any form, report be filed or other document furnished prior to the date hereof by it with the SECSEC since January 1, 2012 (the “Parent SEC Documents”). None of the Company SEC Reports, as As of their respective dates (andor, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date Parent SEC Documents complied in all material respects with the requirements of such filing)the Securities Act and the Exchange Act, as the case may be, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. Each None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including the all related notesnotes and schedules) of Parent included in the Company Parent SEC Reports presents fairlyDocuments (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, respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles then ended ("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 exceptions permitted by Form 10-Q under to any other adjustments described therein, including the Exchange Act. Since December 31notes thereto), 1999, there has and (iii) have been no material change prepared in accordance with GAAP applied on a consistent basis during the Company's accounting methods or principles periods involved (except as described may be indicated therein or in the notes to the consolidated financial statements thereto). The books and records of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (Parent and as of the date of any amendment to the respective Company SEC Report), complied as to form its Subsidiaries have been and are being maintained in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the consolidated balance sheets (and notes thereto) of the Company and its consolidated Subsidiaries included in the Company SEC Reports, and except for liabilities or obligations incurred in the Ordinary Course or in connection with the transactions contemplated by this Agreement since September 30, 2000, neither the Company GAAP. Neither Parent nor any of its Subsidiaries has incurred or is subject to any liabilities “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 obligations intended effect of such arrangement is to avoid disclosure of any nature which would reasonably be expected to have a Material Adverse Effect on the Company. For purposes transaction involving, or liabilities of, Parent or any of this Agreement, "Ordinary Course" means, with respect to any entity, any actions taken its Subsidiary’s in the regular and ordinary course of that entity's business, consistent in all material respects with past practicesParent’s or such Subsidiary’s published financial statements or other Parent SEC Documents.