Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) 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, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From January 1, 2018 through the date of its Subsidiaries this Agreement, Aon 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 SEC (the “SEC”) since January 1, 2009 (the “Company Aon SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company Aon 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 Aon SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Aon included in the Company Aon SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Aon and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive (loss) income and consolidated statements of 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 generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From January 1, 2018 through the date of its Subsidiaries this Agreement, WTW 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 SEC (the “SEC”) since January 1, 2009 (the “Company WTW SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company WTW 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 WTW SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company WTW included in the Company WTW SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company WTW and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of 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 generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent 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”) SEC since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent 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”) SEC since January 1, 2009 2017 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) 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, 2009 2017 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates date 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 generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Partnership and each of its Subsidiaries has filed or furnished all forms, documents documents, reports, schedules, certifications, prospectuses, registration and reports other statements required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange 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 Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Company Partnership included in the Company Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Company Partnership and its consolidated Subsidiaries, as at the respective dates thereofthereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States the generally accepted accounting principles in the 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).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC since June 30, 2004 (the “SEC”) forms, documents, statements and reports filed with the SEC since January 1June 30, 2009 (2004 and those filed with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, 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, and none . 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 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 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 Company included in the Company SEC Documents (if amended, as of the date of the last such amendment) fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Since January 1, 2001, Parent has filed or furnished with the SEC all material forms, registration statements, prospectuses, reports, schedules and documents (including all exhibits, post-effective amendments and reports supplements thereto) (the “Parent SEC Documents”) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the case may beappropriate Act, SOX and the applicable rules and regulations promulgated thereunder. As of their respective dates (taking into account any amendments or supplements filed prior to the date hereof), and none of the Company Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Parent included in the Company Parent SEC Documents fairly present comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material).

Reports and Financial Statements. (a) The From December 31, 2012 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such 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 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, 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 Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and From January 1, 2012 through the date of this Agreement, each of its Subsidiaries has Parent and Actavis, Inc. have 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 SEC (the “SEC”) since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Parent or Actavis, Inc., as applicable, included in the Company Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Parent or Actavis, Inc., as applicable, 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has have filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “SEC”) since January March 1, 2009 2011 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements 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 thereunderthereunder applicable to such Company SEC Documents, and none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement, as of such respective dates, contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company and its Subsidiaries included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 and the absence of notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or as permitted by Regulation S-X).

Reports and Financial Statements. (a) 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, 2009 2021 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries on or after such date, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“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). (c) 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 (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 material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

Reports and Financial Statements. (a) The Company and each From January 1, 2013 through the date of its Subsidiaries this Agreement, Parent 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 SEC (the “SEC”) since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Parent included in the Company Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive (loss) income and consolidated statements of 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 generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Since January 1, 2011, Pyramid has timely filed or furnished with the SEC all material forms, documents statements, reports, certifications and reports documents, including all exhibits, post-effective amendments and supplements thereto (the “Pyramid SEC Reports”), required to be filed or furnished prior to the date hereof by it with under each of the Securities Act, the Exchange Act and Exchange Commission (the “SEC”) since January 1respective rules and regulations thereunder, 2009 (all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the “Company SEC Documents”)appropriate act and the rules and regulations thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company Pyramid 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 Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the Company extent corrected by a subsequent Pyramid SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The consolidated financial statements (including all related notes and schedules) of the Company Pyramid included in the Company Pyramid SEC Documents fairly present Reports (collectively, the “Pyramid Financial Statements”) were prepared in all material respects the consolidated financial position of the Company 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 accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the with respect to any unaudited financial statements, as permitted by the SECapplicable SEC rules or requirements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Pyramid as of the dates thereof and the results of operations and changes in financial position of Pyramid for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (a) The From January 1, 2012 through the date of this Agreement, 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, 2009 SEC (the “Company SEC Documents”). As of their respective dates 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 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 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 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 Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each From December 31, 2009 through the date of its Subsidiaries this Agreement, Xxxxxx has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Xxxxxx SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Xxxxxx 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 Xxxxxx SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Xxxxxx included in the Company Xxxxxx SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Xxxxxx 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 United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since September 30, 2013, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates 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 Exchange 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 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. No Company Subsidiary (other than Spinco, except that information set forth in the Company SEC Documents as of a later date (but before following the date of this Agreementthe SEC declares effective the Form 10) will be deemed is, or at any time since September 30, 2013 has been, subject to modify information as of an earlier datethe periodic reporting requirements under the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its the consolidated Company 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 United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) 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 Company’s knowledge, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

Reports and Financial Statements. (a) The From July 1, 2012 through the date of this Agreement, 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, 2009 SEC (the “Company SEC Documents”). As of their respective dates 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 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 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 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 Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of 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 generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. The Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) The Company and each of its Subsidiaries has Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as 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”"), and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January 1December 31, 2009 2000 (such reports are collectively referred to herein as the “Company SEC Documents”"Buyer Reports"). As The Buyer Reports constitute all of their respective dates orthe documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from December 31, if amended, as of 2000 through the date of the last such amendment, the Company SEC Documents this Agreement. The Buyer Reports complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder when filed. As of their respective dates, and none of the Company SEC Documents contained Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 audited financial statements (including all related notes and schedules) of the Company Buyer included in the Company SEC Documents fairly present Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto when filed, 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, ii) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. (a) The Company and Company, each of its Subsidiaries has and each of the Funds have timely filed or furnished (i) all reports, schedules, forms, statements and other documents and reports (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be filed by them with the SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 1998 (the items described in clauses (i) and (ii), collectively, including all exhibits thereto, the "Regulatory Reports") and have paid all fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file any report, schedule, form, statement or furnished other document with the SEC. None of the reports, schedules, forms, statements and other documents filed by the Company, any of its Subsidiaries or Funds with any Governmental Authority since January 1, 1998, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1of this Agreement, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), 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 any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of 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 audited consolidated financial statements and unaudited interim financial statements (including all the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Regulatory Reports filed with any Self-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSelf Regulatory Organization with respect thereto, 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, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and each Subsidiary of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that are not material. All of such Regulatory Reports, as of their respective dates (and as of the date of any amendment to the respective Regulatory Report prior to the date of this Agreement), complied in all material respects with the applicable requirements of Applicable Law.

Reports and Financial Statements. (a) 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, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Since January 1, 2007, CytRx has filed or furnished with the SEC all material forms, documents statements, reports and reports documents, including all exhibits, post-effective amendments and supplements thereto (the “CytRx SEC Reports”), required to be filed or furnished prior to the date hereof by it with under each of the Securities and Exchange Commission Act of 1933, as amended (the “SEC”) since January 1, 2009 (the “Company SEC DocumentsSecurities Act”), the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company CytRx 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 Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the extent corrected by a subsequent Company SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The consolidated financial statements (including all related notes and schedules) of the Company CytRx included in the Company CytRx SEC Documents fairly present Reports (collectively, the “CytRx Financial Statements”) were prepared in all material respects the consolidated financial position of the Company 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 accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the with respect to any unaudited financial statements, as permitted by the SECapplicable SEC rules or requirements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of CytRx as of the dates thereof and the results of operations and changes in financial position of CytRx for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, reports, registration statements, and other 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, 2009 1995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the “"Company SEC Documents”Filings"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, and the Exchange rules and regulations thereunder (the "1933 Act") and the 1934 Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The audited financial statements included or incorporated by reference in the Company SEC Documents as of a later date (Filings, including but before not limited to the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated Company's audited financial statements at and for the year ended June 30, 1998 (including all related notes and schedules) of the "Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated SubsidiariesJune 30, as at the respective dates thereof1998 Financials"), and the consolidated results of their operations unaudited interim financial statements at and their consolidated cash flows for the respective periods then ended (subjectcommencing on or after July 1, 1998, included or incorporated by reference in the case of forms, reports, registration statements and other documents filed by the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including Company with the notes theretoSEC (i) were prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to the absence of notes and to year-end adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated income, cash flows, and changes in stockholders' equity of the Company and its consolidated subsidiaries for the periods involved, except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments. The statements of operations included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with generally accepted accounting principles, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. (a) The Company and each As of its Subsidiaries the date hereof, the Parent has filed furnished or furnished all forms, documents and reports required to be filed or furnished prior made available to the date hereof by it with the Securities Company true and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company complete copies of all Parent SEC Documents”). As of their respective dates orfiling dates, if amended, as of the date of the last all such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and Act, the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company such Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information set forth in to the Company SEC Documents extent corrected by a document subsequently filed with the SEC. The Parent Financial Statements comply 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 Company included in the Company SEC Documents fairly present form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and present fairly the consolidated financial position of the Company and its consolidated Subsidiaries, as Parent at the respective dates thereof, thereof and the consolidated results of their its 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 thereinadjustments). As of the date hereof, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, there has been no change in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (Parent accounting policies except as may be indicated therein or described in the notes thereto)to Parent Financial Statements.

Reports and Financial Statements. (a) 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, 2009 2010 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company and of SXL included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and the consolidated financial position of SXL and its consolidated Subsidiaries, respectively, 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 United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each Since December 31, 2011 through the date of its Subsidiaries this Agreement, Medtronic has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (together with the draft annual report on Form 10-K of Medtronic for the fiscal year ended April 25, 2014 provided to Covidien prior to the date hereof (the “SECDraft Medtronic 2014 10-K”) since January 1), 2009 (the “Company Medtronic SEC Documents”). As of their respective dates (it being understood that the date of the Draft Medtronic 2014 10-K shall be deemed to be April 25, 2014 for this purpose), or, if amended, as of the date of the last such amendment, the Company Medtronic SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Medtronic SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Medtronic included in the Company Medtronic SEC Documents when filed (it being understood that the Draft Medtronic 2014 10-K shall be deemed to have been filed on the date hereof for this purpose) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Medtronic 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 United States generally accepted accounting principles (“GAAP”) U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Partnership and each of its Subsidiaries has filed or furnished all forms, documents and reports reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2020 (all such documents and reports filed or furnished by the Partnership or any of its Subsidiaries, the “Company Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Partnership 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, be and none of the Company Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Partnership included in the Company Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Company Partnership and its consolidated Subsidiaries, as at the respective dates thereofthereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From December 31, 2007 through the date of its Subsidiaries this Agreement, Parent 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 SEC (the “SEC”) since January 1, 2009 (the “Company Parent SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Parent included in the Company Parent SEC Documents (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 the consolidated financial position of the Company Parent and its consolidated Subsidiariessubsidiaries, 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 United States generally accepted accounting principles (“GAAP”) 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). (c) To the knowledge of Parent, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Parent.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished on a timely basis, and will file or furnish on a timely basis, 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, 2009 2013 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied complied, or in the case of Company SEC Documents to be filed after the date hereof, will comply, in all material respects with the requirements of the U.S. Securities Act of 1933, as amended, 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 contained, or, in the case of Company SEC Documents to be filed after the date hereof, will contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present presents or, in the case of Company SEC Documents to be filed after the date hereof, will fairly present, in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished with the SEC, and has heretofore made available to the Parent true and complete copies of, all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with and its Subsidiaries since December 31, 1993 under the Exchange Act and the Securities and Exchange Commission Act (as such documents have been amended since the “SEC”) since January 1time of their filing, 2009 (collectively, the “"Company SEC Documents”"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange ActDocuments, as the case may beincluding, and the applicable rules and regulations promulgated thereunderwithout limitation, and none of the Company SEC Documents contained any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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. misleading and (b) The complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present have been prepared from, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (a) The From January 1, 2013 through the date of this Agreement, 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, 2009 SEC (the “Company SEC Documents”). As of their respective dates 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 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 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 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 Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of 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 generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each From December 31, 2010 through the date of its Subsidiaries this Agreement, Actavis has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Actavis SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Actavis 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 Actavis SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Actavis included in the Company Actavis SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Actavis 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 United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities DFSA and Exchange Commission (the “SEC”) Danish Business Authority since January 1, 2009 2020 (as amended and supplemented from time to time, the “Company SEC Filing Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act DFSA and the Exchange ActDanish Business Authority and, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed pursuant to guidance promulgated by the DFSA and the Danish Business Authority, and none of the Company SEC Filing Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as . As of a later date (but before the date of this Agreement) will be deemed , there are no outstanding or unresolved comments received from the DFSA and the Danish Business Authority with respect to modify information as any of the Company Filing Documents, and, to the Knowledge of the Company, none of the Company Filing Documents is the subject of an earlier dateongoing DFSA review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Company and its Significant Subsidiaries included in the Company SEC Filing Documents (if amended, as of the date of the last such amendment) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Significant 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) ), and were prepared in all material respects in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Significant Subsidiaries of the Company is required to file periodic reports with the DFSA and the Danish Business Authority.

Reports and Financial Statements. (a) The Company has previously furnished to Parent complete and each accu- rate copies, as amended or supplemented, of its Subsidiaries has (i) Transi- tional Report on Form 10-K for the transitional period from July 1, 1996 to December 31, 1996, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since June 30, 1996 and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since June 30, 1996 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or furnished all forms, documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) SEC since January 1June 30, 2009 (the “Company SEC Documents”)1996. As of their respective dates or, if amended, as of the date of the last such amendmentdates, 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 Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports (to- gether, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, B) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statements, as permitted by the SEC) applied ap- plied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the periods referred to therein.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports (the “Company SEC Documents”) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1between October 24, 2009 2007 (the “Company SEC DocumentsIPO Date”)) and the date of this Agreement. As of their respective dates dates, or, if amended, as of the date of the last such amendment, (i) the Company SEC Documents complied in all material respects as to form with the 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 the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file with, except that information set forth in or furnish to, 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 dateany form, document or report. (b) The Company has made available to 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 the IPO Date. 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. Except in all cases as indicated therein or in the notes thereto or as permitted by Regulation S-X or in the case of unaudited financial statements as permitted by the SEC’s Form 10-Q or other SEC rules and/or regulations, the consolidated financial statements (as restated or supplemented, if applicable, and including all related notes and schedules) of the Company included in the Company SEC Documents (i) were prepared from the books and records of the Company and its Subsidiaries, (ii) were prepared in accordance with the published rules and regulations of the SEC with respect thereto, (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows and changes in shareholders’ equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto), and (iv) were prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved involved. (except c) Section 4.7(c) of the Company Disclosure Schedule is a true and complete schedule of the Company’s outstanding Indebtedness as may be indicated therein or in of the notes thereto)close of business on December 11, 2009. As of the close of business on December 11, 2009, the unused commitment under the Credit Agreement was approximately $55.0 million.

Reports and Financial Statements. (a) 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, 2009 2012 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company and of Susser MLP included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and the consolidated financial position of Susser MLP and its consolidated Subsidiaries, respectively, 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 United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) all reports, schedules, forms, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with since September 30, 2015 (all such documents and reports filed or furnished by the Securities and Exchange Commission (the “SEC”) since January 1Company or any of its Subsidiaries, 2009 (the “Company SEC Documents”). As of their respective dates of filing or, in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (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 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 Agreementhereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Company included in the Company SEC Documents (i) fairly present in all material respects the consolidated financial position of the Company 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(ii) were prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) comply, as to form, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and complete copies of all written correspondence between the Company and the SEC occurring since January 1, 2016. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review, and no enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company SEC Document. (d) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since December 31, 2019, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding 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, 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 Company included in the Company SEC Documents (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) fairly present presented in all material respects the consolidated financial position of the Company 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) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) 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).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Galaxy 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”) SEC since January 1, 2009 2005 (the “Company Galaxy SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents 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 the Company Galaxy SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as . As of a later date (but before the date hereof, there are no material unresolved comments issued by the staff of this Agreement) will be deemed the SEC with respect to modify information as any of an earlier datethe Galaxy SEC Documents. (b) The consolidated financial statements (including all related notes and schedules) of the Company Galaxy included in the Company Galaxy SEC Documents (if amended, as of the date of the last such amendment filed prior to the date hereof) comply in all material respects 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 the Company Galaxy 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each of its Subsidiaries has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements and other documents and reports required to be filed by it with the SEC since January 1, 2010 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Company SEC Reports”). No Subsidiary of Company is required to file any form, report, registration statement, prospectus or furnished 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 by it with the Securities and Exchange Commission (the “SEC”) since January 1hereof, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), 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 any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of 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 the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Reports (if amended, as of the date of the last such amendment prior to the date hereof) (the “Company Financial Statements”) presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the operations and cash flows of Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with generally accepted accounting principles in the United States (“GAAP”) applied 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 audit adjustments adjustments, and lack of footnote disclosure or, with respect to pro forma information, subject to the qualifications stated therein. All of such Company SEC Reports (including any other adjustments described 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 SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended and including the notes thereto) in conformity with United States generally accepted accounting principles rules and regulations promulgated thereunder (the “GAAPSecurities Act”) and the Exchange Act. (except, ii) Except (A) as reflected or reserved against in the case audited consolidated balance sheet of Company dated as December 31, 2011, included in the unaudited statementsCompany SEC Reports or included in or reasonably apparent from the notes or management’s discussions and analysis related thereto, as permitted by (B) for liabilities incurred in the SECordinary course of business since December 31, 2011 and (C) applied on a consistent basis during the periods involved (except as may for liabilities incurred in connection with this Agreement, neither Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Company.

Reports and Financial Statements. (a) The Company’s registration statement on Form 10 became effective on July 31, 2013. The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports items required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1July 30, 2009 (the “Company SEC Documents”)2013. As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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, subject to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles GAAP (“GAAP”) (except, in the case of the unaudited statements, except as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company has previously furnished to Parent complete and each accurate copies, as amended or supplemented, of its Subsidiaries has (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1998, and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since December 31, 1998 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or furnished all forms, documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) SEC since January 1December 31, 2009 (the “Company SEC Documents”)1998. As of their respective dates or, if amended, as of the date of the last such amendmentdates, 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 Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, B) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“"GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC") applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the periods referred to therein.

Reports and Financial Statements. (ai) The Company and each From December 31, 2009 through the date of its Subsidiaries this Agreement, Eaton has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Eaton SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Eaton 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 Eaton SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Eaton included in the Company Eaton SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Eaton 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 United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent 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”) SEC since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company 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 Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all formsReports on Form 10-K, documents Form 10-Q and reports Form 8-K and proxy statements required under the Exchange Act to be filed with the SEC since January 1, 1996 (collectively, the "Company SEC Filings"). The Company has heretofore furnished or furnished made available to TCI true and complete copies of all the Company SEC Filings filed prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)hereof. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Company SEC Documents Filings complied in all material respects with the applicable requirements of the Securities Exchange 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 Filings contained as of such date any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading (except that no representation or warranty is made with respect to any 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 Company regarding TCI included in the Company SEC Documents fairly present Filings which was furnished by TCI expressly for use therein). When filed with the SEC, the financial statements (including the related notes) included in the Company SEC Filings complied as to form in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder and were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the schedules thereto), and such financial statements fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments adjustments. Except (i) as and to any other adjustments described thereinthe extent disclosed or reserved against on the balance sheet of the Company as of June 30, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, 1998 included in the case Company SEC Filings, or (ii) as incurred after the date thereof in the ordinary course of business consistent with prior practice and not prohibited by this Agreement, none of the unaudited statementsCompany, as permitted by any of the SEC) applied on a consistent basis during Company's subsidiaries or, to the periods involved (except as may be indicated therein knowledge of the Company, any Company Equity Affiliate has incurred any liability or obligation of any kind that, individually or in the notes thereto)aggregate, has or would have a Material Adverse Effect on the Company.

Reports and Financial Statements. (a) 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 1December 28, 2009 2003 (the “Company SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, 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 and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 indicated (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 generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each of its Subsidiaries Since January 1, 2021, Xxxxxx 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 SEC (the “SEC”) since January 1, 2009 (the “Company Willow SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company Willow 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 Willow SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Willow included in the Company Willow SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Willow 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 United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Buyer has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and reports other information incorporated herein) with the SEC required to be filed or furnished prior to by the date hereof by it with the Securities and Exchange Commission (the “SEC”) Buyer since January 1, 2009 2003 (such documents together with any documents filed during such period by the Buyer with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company Buyer SEC DocumentsReports”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, as the case may be, Act and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except that information set forth the foregoing clause (ii) shall not apply to the financial statements included in the Company Buyer SEC Documents as of a later date Reports (but before which are covered by the date of this Agreement) will be deemed to modify information as of an earlier date. (b) following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Buyer SEC Reports (including all any related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, 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 statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (exceptadjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since June 30, 2005, the Buyer has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) 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”) SEC since January 1, 2009 2010 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) 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). (c) No Conflict Minerals are necessary to the functionality, or production of, or are used in the production of any product of the Company or any product currently proposed to be manufactured by the Company or any of its Subsidiaries or on its behalf in the future.

Reports and Financial Statements. (a) The Company’s registration statement on Form 10 became effective on July 31, 2013. The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports items required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1July 30, 2009 (the “Company SEC Documents”)2013. As of their respective dates or, if amended, as of the date of the last such 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 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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, subject to normal year-year- end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles GAAP (“GAAP”) (except, in the case of the unaudited statements, except as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since January 1, 2005, or the date of organization or acquisition if later, each JBI Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of including the date of the last such amendmentJBI Financial Statements, the Company SEC Documents exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report 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 document did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The JBI Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before i) are or if dated after 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 be, in accordance with the books and schedules) records of the Company included JBI Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with applicable legal and accounting principles and reflect only actual transactions and (ii) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, JBI Companies as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the JBI Companies for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“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 theretothat are not material).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished prior to the date hereof of this Agreement by it with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 2003 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 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 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, except that information set forth in . No Subsidiary of the Company SEC Documents as of a later date (but before is required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) 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). Since January 1, 2006, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements.

Reports and Financial Statements. (a) 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”) SEC on a timely basis since January 1, 2009 2021 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended, the “Company SEC Documents”). As Each of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act and the rules and regulations promulgated under any such law, as the case may be. As of the date filed or furnished with the SEC, 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 any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved referred to therein (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From December 31, 2022, through the date of its Subsidiaries this Agreement, Gatos has filed or furnished all forms, documents and reports Gatos SEC Documents required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)it. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the Company case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), each of the Gatos SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Gatos SEC Documents contained any untrue statement of a any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Gatos and the Company Gatos Subsidiaries included in the Company Gatos SEC Documents when filed fairly present in all material respects the consolidated financial position of the Company Gatos and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations 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 generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company With respect to periods since December 31, 1994, Banks and each of its Subsidiaries has their subsidiaries have filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed with respect thereto, that they were required to file with (A) the OCC, (B) the FDIC and (C) any other applicable federal or furnished state banking, insurance or other regulatory authorities, and, as of their respective dates (and, in the case of reports or statements filed prior to the date hereof hereof, without giving effect to any amendments or modifications filed after the date of this Agreement), such reports and statements, including the financial statements and exhibits thereto, complied (or will comply, in the case of reports or statements filed after the date of this Agreement) with all applicable statutes, rules and regulations. (ii) Seller has delivered to Buyer each Consolidated Report of Condition (including Domestic and Foreign Subsidiaries) filed by it Banks with the Securities and Exchange Commission (the “SEC”) OCC with respect to periods since January 1, 2009 1996, and will promptly deliver each such report filed after the date hereof (collectively, the “Company SEC Documents”"Call Reports"). As . (iii) Except as disclosed in Schedule 2.1(h)(iii), each of Banks' consolidated balance sheets included in their respective dates Call Reports fairly presents (or, if amendedin the case of Call Reports prepared after the date of this Agreement, will fairly present) the consolidated financial position of Banks and their subsidiaries as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements balance sheet and each of the Securities Act consolidated income statements and statement of changes in equity capital included in their Call Reports fairly presents (or, in the Exchange Actcase of Call Reports prepared after the date of this Agreement, will fairly present) the consolidated results of operations and retained earnings, as the case may be, of Banks and their subsidiaries for 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 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 periods set forth therein in each case in accordance with 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted regulatory accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein and except for normal adjustments made at year end only. (iv) The financial information provided to Buyer by Seller and identified on Schedule 2.1(h)(iv) was true and correct (A) as of the date stated with respect to such financial information, or (B) if no date is stated, then as of the date the information was provided to Buyer. (v) Except as set forth on Schedule 2.1(h)(v), Banks have no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether or not required to be shown on a balance sheet prepared in accordance with regulatory accounting principles, except as are shown or reflected in the notes theretoCall Reports. (vi) The aggregate Banks' allowance for loan and lease losses of the Banks shall, as of the Effective Time, be the amount set forth on Schedule 2.1(h)(vi).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since November 16, 2021, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding 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, 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 Company included in the Company SEC Documents (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) fairly present presented in all material respects the consolidated financial position of the Company 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) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) 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).

Reports and Financial Statements. (a) The Since January 1, 2003, the Company and each of its Subsidiaries has filed or furnished with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and reports supplements thereto) (the “Company SEC Reports”) required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or furnished amended, in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, the Company SEC Reports filed with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such 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 did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the extent corrected by a subsequently filed Company SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal years ended June 30, 2005 and June 30, 2006, respectively, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (collectively, the “Company Financial Statements”), have been prepared in accordance with generally accepted accounting principles (except, with respect to any unaudited financial statements, as permitted by applicable SEC Documents rules or requirements) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their consolidated operations and their consolidated cash flows changes in financial position for the respective periods then ended (subject, subject in the case of the any unaudited interim financial statements, to normal year-end audit adjustments and 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 the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretoadjustments).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Buyer has filed or furnished all forms, reports and documents and reports required to be filed by Buyer under Section 13 or furnished prior to subsections (a) or (c) of Section 14 of the date hereof by it Exchange Act after August 4, 2000 with the Securities and Exchange Commission (the “"SEC”"), and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Buyer may file subsequent to the date hereof until the Closing) since January 1, 2009 (are referred to herein as the “Company SEC Documents”)"Buyer Reports". As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Company SEC Documents Buyer Reports (i) complied in all material respects with the requirements of the Securities Exchange 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 thereunder applicable to such Buyer Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth 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 Each of the consolidated financial statements of Buyer (including all related including, in such case, the notes and schedulesthereto) of the Company included in the Company Prospectus of the Buyer filed with the SEC Documents fairly present on August 4, 2000 pursuant to Rule 424 under the Securities Act (the "Prospectus") or in the Buyer Reports, including each such Buyer Report filed after the date hereof until the Closing, (i) complied as to the form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, ii) was prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited statements, as may be permitted by the SEC), (iii) fairly presented in all material respects the consolidated financial position of Buyer as at the respective dates thereof and the consolidated results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein (subject, in the case of unaudited financial statements, to normal audit adjustments), and (iv) are consistent with the books and records of the Buyer. There has been no material change in Buyer's accounting policies except as described in the notes to the consolidated financial statements of the Buyer.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries HD has filed or furnished all forms, documents and reports required to be filed or furnished prior with the SEC pursuant to the date hereof by it with the Securities and Exchange Commission (the “SEC”) Act since January 1, 2009 1993 including, without limitation, an Annual Report on Form 10-K for the year ended December 31, 1994 (collectively, the “Company "HD SEC Documents”Reports"), and has previously furnished or made available to TM true and complete copies of all such HD SEC Reports (including any amendments thereto) and will promptly deliver to TM any HD SEC Reports (including any amendments thereto) filed between the date hereof and the Effective Time. As None of such HD SEC Reports, as of their respective dates or, if amended, (as of amended through the date of hereof), contained or with respect to HD SEC Reports filed after the last such amendmentdate hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Actwill contain, 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 any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company included in the Company HD SEC Documents fairly present Reports, in all material respects respects, present fairly the consolidated financial position of the Company HD and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, and the consolidated results of their operations and their consolidated the cash flows flow of HD and its subsidiaries for the respective periods then ended (or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) 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 1December 28, 2009 2003 (the “Company "COMPANY SEC Documents”DOCUMENTS"). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, 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 and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 indicated (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 generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since January 1, 1996, -------------------------------- the Company and each of its Subsidiaries has timely filed or furnished with the SEC all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with under the Securities and Act or the Exchange Commission Act (such documents, as supplemented or amended since the “SEC”) since January 1time of filing, 2009 (the “"Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) 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, and none of the Company SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference 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 Reports (including all any related notes and schedules) of the Company included in the Company SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectset forth therein, in the each case of the unaudited statements, to normal year-end audit adjustments in accordance with past practice and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect).

Reports and Financial Statements. (ai) The Company and each From December 31, 2012 through the date of its Subsidiaries this Agreement, Chiquita has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Chiquita SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Chiquita 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 Chiquita SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, 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. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Chiquita included in the Company Chiquita SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Chiquita 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 United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries USI 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”") pursuant to the Exchange Act since January 1, 2009 1995, including, without limitation, a Transitional Report on Form 10-K for the nine-month period ended March 31, 1996 (collectively, the “Company "USI SEC Documents”REPORTS"), and has previously furnished or made available to MSI true and complete copies of all such USI SEC Reports. As Each of the USI SEC Reports, as of their respective dates or, if amended, (as of amended through the date of the last such amendmenthereof), the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, of the SEC thereunder applicable to such USI SEC Report and none of the Company USI SEC Documents Reports, as of their respective dates (as amended through the date hereof), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of 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 balance sheets (including all the related notes and schedulesnotes) of the Company included in the Company USI SEC Documents Reports fairly present presents in all material respects the consolidated financial position of the Company USI and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, and the consolidated other financial statements (including the related notes) included therein fairly present in all material respects the results of their operations and their consolidated cash flows of USI and its subsidiaries for the respective periods then ended (subject, in the case or as of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described respective dates set forth therein, including the notes thereto) all in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein or in the notes thereto).and

Reports and Financial Statements. (a) The Company has heretofore made available to the Parent Parties true and complete copies of all reports, registration statements and other documents (including exhibits and in each of its Subsidiaries has case together with all amendments thereto) filed or furnished all formsby the Company with the Commission from January 1, documents and reports required to be filed or furnished prior 2000 to the date hereof by it of this Agreement (such reports, registration statements and other documents, together with any amendments thereto, filed with the Securities Commission and Exchange publicly available as of the date of this Agreement are collectively referred to as the "Company SEC Reports"). The Company SEC Reports constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission (the “SEC”) since from January 1, 2009 (2000, to the “Company SEC Documents”)date hereof. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. When filed with the Commission, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except 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 Company included in the Company SEC Documents fairly present Reports comply as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with GAAP, consistently applied (except as may be indicated therein or in the notes or schedules thereto). Such financial statements fairly present the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments adjustments. Except as disclosed in the Company SEC Reports, none of the Company or any of its Subsidiaries has any actual or potential liability or obligation of any kind that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect or is required by the applicable rules and regulations of the Commission and GAAP to any other adjustments described thereinbe disclosed, reflected or reserved against in financial statements (including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case ). Except as set forth on Section 4.4 of the unaudited statementsCompany Disclosure Letter, as permitted by neither the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein Company nor any of its Subsidiaries has guaranteed or in the notes thereto)otherwise agreed to become responsible for any Indebtedness of any other Person.

Reports and Financial Statements. (a) The Since January 1, 2005, or the date of organization or acquisition if later, each of the Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of the date of the last such amendment, including the Company SEC Documents Financial Statements, exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report 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 document did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The Company Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before A) are or if dated after 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 be, in accordance with the books and schedules) records of the Company included Company, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with applicable legal and accounting principles and reflect only actual transactions and (B) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the Company for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that are not material). (b) The Company and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 0000 Xxx) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since December 31, 2006, there has not been any material change in the internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the 1934 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 the Company’s management as appropriate to allow timely decisions regarding required disclosures and to any other adjustments described therein, including allow the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in Company’s management to make the case certifications of the unaudited statements, as permitted by Chief Executive Officer and Chief Financial Officer of the SEC) applied on a consistent basis during Company required under the periods involved (except as may be indicated therein or in the notes thereto)1934 Act.

Reports and Financial Statements. (a) The Since December 29, 1996, the Company and each of its Subsidiaries has filed or furnished all required reports, schedules, forms, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (collectively, the “SEC”) since January 1, 2009 (the “Company SEC Documents”"REPORTS"). As None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. Each of the financial statements and the related schedules and notes thereto included in the Reports (or incorporated therein by reference) present 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") (except, in the case of interim unaudited financial statements, as permitted by Form 10-Q) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of interim unaudited financial statements, to normal and recurring year-end adjustments that have not been and are not reasonably expected to be material in amount, and such financial statements complied as to form as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of Securities Act, the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none . Each Report was prepared in accordance with the requirements of the Company SEC Documents contained Securities Act, the Exchange Act and the rules and regulations promulgated thereunder and did not, on the date of effectiveness in the case of any registration statement under the Securities Act, on the date of mailing in the case of any proxy statement under the Exchange Act and on the date of filing in the case of any other Report (and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary 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 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 Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) 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 Company SEC Documents with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange ActDocuments, as the case may beincluding any financial statements or schedules included therein, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (a) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading (except to the extent corrected by a document subsequently filed with the SEC) and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, except that information set forth in as the case may be. None of the Company SEC Documents as of a later date (but before Subsidiaries is required to file any forms, reports or other documents with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The Financial Statements complied, as of their respective dates, with applicable 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 (including all related notes statements, to normal, recurring and schedulesimmaterial year-end adjustments and the absence of certain notes) of the Company included in the Company SEC Documents and fairly present in all material respects (i) the consolidated financial position of the Company and its consolidated Subsidiaries, the Company Subsidiaries as at of the respective dates thereof, thereof and (ii) the consolidated results of their operations operations, changes in stockholders' equity and their consolidated cash flows of the Company and the Company Subsidiaries 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 presented 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 the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company 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”) SEC since January 1February 27, 2009 2010 (the “Company SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents 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 thereunderthereunder except as addressed through resolved comments of the staff of the SEC that are publicly available on XXXXX or have been otherwise provided to Offeror prior to the date hereof, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in 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 Company included in the Company SEC Documents (if amended, as amended by the last such amendment prior to the date of this Agreement) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results statements of their operations earnings and their consolidated statements of 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 generally accepted accounting principles (“GAAP”) 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). There are no off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not been so described in the Company SEC Documents nor any obligations to enter into any such arrangements.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has have filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “"SEC”") since January 1, 2009 2005 (the “forms, documents, statements and reports filed with the SEC since January 1, 2005 and those filed with the SEC subsequent to the date of this Agreement, including any amendments thereto, the "Company SEC Documents”"). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, as to form, 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 . None of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents fairly present presented, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at 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 generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statementsstatements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Media Metrix has timely filed or furnished with the SEC all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with since May 6, 1999 under the Securities and Act or the Exchange Commission Act (such documents, as supplemented or amended since the “SEC”) since January 1time of filing, 2009 (the “Company "Media Metrix SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company Media Metrix SEC Documents Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, Act (including requirements as to the case may befiling of Exhibits), and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Media Metrix SEC Reports (including all any related notes and schedules) of the Company included in the Company SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Company Media Metrix and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows and other information included therein for the respective periods then ended set forth therein, in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto) and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described thereinthat would not, 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 the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, be material in amount or effect.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all required reports, schedules, forms, statements and other 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 February 1, 2009 1997 (collectively, including all exhibits thereto, the “"COMPANY SEC REPORTS"). No Subsidiary of the Company is required to file any form, report or other document with the SEC. None of the Company SEC Documents”). As Reports filed prior to the date of this Agreement (as of their respective dates or, if amendedamended or superseded by a filing prior to the date of this Agreement, then instead, as of the date of the last such amendmentfiling), 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 any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of 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 the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with (and prepared in all material respects in accordance with) United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments which are not expected to be material. All of such Company SEC Reports, as of their respective dates (and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case as of the unaudited statementsdate of any amendment to the respective Company SEC Report), complied as permitted by to form in all material respects with the SEC) applied on a consistent basis during applicable requirements of the periods involved (except as may be indicated therein or in Securities Act and the notes thereto)Exchange Act.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has have filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2005 (the forms, documents, statements and reports filed with the SEC since January 1, 2005 and those filed with the SEC subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, as to form, 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 . None of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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 Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents fairly present presented, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at 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 generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statementsstatements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports filings required to be made by the Company or any of its subsidiaries since December 31, 1999 under the Exchange Act and applicable state laws and regulations have been filed or furnished prior to the date hereof by it with the Securities SEC and Exchange Commission the Secretary of State of the State of Delaware, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to DGAC a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the “SEC”) Company or any of its subsidiaries with the SEC since January 1December 31, 2009 1999 (as such documents have since the “time of their filing been amended, the "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports, at the time filed (i) complied as to form 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 (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of 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 audited consolidated financial statements and unaudited interim financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of the Company included in the Company SEC Documents fairly present Reports (collectively, the "Company Financial Statements") complied as to form in all material respects with the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, 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, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“"U.S. GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) The Purchaser has made available to Company a copy of each report, schedule, registration statement and each of its Subsidiaries has definitive proxy statement filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it Purchaser with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 2013 (as such documents have since the time of their filing with the SEC been amended, collectively, the “Company SEC DocumentsReports”), which are all of the documents (other than preliminary material) that Purchaser was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may beappropriate, 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 thereunder which are applicable to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the 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) Reports. The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of the Company Purchaser included in the Company SEC Documents fairly present in all material respects Reports (collectively, the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAPPurchaser Financial Statements”) (except, have been prepared in the case of the unaudited statements, as permitted by the SEC) accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and, with respect to the unaudited interim financial statements which comprise a portion of the Purchaser Financial Statements, except as permitted by Form 10‑Q of the SEC) and fairly present the financial position of Purchaser and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, however, in the case of the unaudited interim financial statements which comprise a portion of the Purchaser Financial Statements, to normal year‑end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Since January 1, 2004, or the date of organization or acquisition if later, each CBF Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of including the date of the last such amendmentCBF Financial Statements, the Company SEC Documents exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report 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 document did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The CBF Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before i) are or if dated after 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 be, in accordance with the books and schedules) records of the Company included CBF Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with applicable legal and accounting principles and reflect only actual transactions and (ii) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, CBF Companies as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the CBF Companies for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“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 theretothat are not material).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since December 31, 2018, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding 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, 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 Company included in the Company SEC Documents (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) fairly present presented in all material respects the consolidated financial position of the Company 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) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) 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).

Reports and Financial Statements. (a) 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 1December 25, 2009 2005 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements 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, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . None of the Subsidiaries of the Company SEC Documents as of a later date (but before is, or at any time since December 25, 2005 has been, required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and comply as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Since December 25, 2005, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) To the knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that, as of the date of this Agreement, has been adopted by the SEC, the Financial Accounting Standards Board or the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, could reasonably be expected to have a Company Material Adverse Effect.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries 2.5.1. Prototype has filed or furnished all reports, schedules, forms, registration statements, definitive proxy statements and other documents and reports required to be filed or furnished prior to the date hereof by it Prototype with the Securities and Exchange Commission (the “SEC”"Commission") since January 1, 2009 the filing of Prototype's Registration Statement on Form F-1 (the “Company SEC Documents”Registration Statement on Form F-1, together with any other documents filed with the Commission at or prior to the Effective Time, the "Prototype Reports") under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable rules and regulations of the Commission thereunder. All of the Prototype Reports filed on or prior to the date hereof are publicly available and all of the Prototype Reports filed after the date hereof will be publicly available when filed with the Commission. As of its respective filing date, the consolidated financial statements (including, in each case, any related notes thereto) contained in the Prototype Reports filed on or prior to the date hereof were (and those filed after the date hereof will be) prepared in accordance with the published regulations of the Commission and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved and fairly present (or will fairly present when filed), in all material respects, the consolidated financial position for Prototype and its subsidiaries as of the date thereof and the consolidated results of their operations, cash flows and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount). As of their respective dates ordates, if amended, as of the Prototype Reports filed on or prior to the date of hereof complied (and those filed after the last such amendmentdate hereof will comply), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated of the Commission thereunder, and none and, as of the Company SEC Documents contained time of filing of any Prototype Report, such Prototype Report, (i) if filed on or prior to the date hereof, did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which whey they were made, not misleading, except that information set forth in and (ii) if filed after the Company SEC Documents as date hereof, will not contain any untrue statement of a later date (but before material fact or omit to state a material fact required to be stated therein or necessary to make the date statements therein, in light of this Agreementthe circumstances under whey they were made, not misleading. None of Prototype's subsidiaries is required to file any reports or other documents with the Commission. Prototype is a "foreign private issuer" as such term is defined in Rule 3b-4(c) will be deemed to modify information as of an earlier dateunder the Exchange Act. (b) The 2.5.2. Section 2.5.2 of the Prototype Disclosure Schedule sets forth true and correct copies of the audited consolidated financial statements (including all any related notes and schedulesthereto) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company Prototype and its consolidated Subsidiaries, subsidiaries as at the respective dates thereofof, and for the periods ended, December 31, 2001, including audited consolidated results balance sheets of their Prototype and its subsidiaries as of December 31, 2001 and 2000 and audited consolidated statements of operations and their consolidated cash flows for the respective periods then years ended December 31, 2001, 2000 and 1999, together with a signed report of Prototype's independent auditors attached thereto (subjectcollectively, the "2001 Financials"). The 2001 Financials were prepared in accordance with the case published regulations of the unaudited statements, Commission (including regulations relating to normal year-end audit adjustments the preparation of audited annual financial statements for inclusion in annual reports filed with the Commission) and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved and fairly present, in all material respects, the consolidated financial position for Prototype and its subsidiaries as of the date thereof and the consolidated results of their operations, cash flows and changes in financial position for the periods then ended. The 2001 Financials comply, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and applicable rules and regulations of the Commission thereunder, and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under whey they were made, not misleading. When filed, Prototype's Annual Report on Form 20-F for the year ended December 31, 2001 will contain the 2001 Financials (including the signed report of Prototype's independent auditors included therein), as set forth in Section 2.5.2 of the Prototype Disclosure Schedule (except as may be indicated therein or in the notes for de minimis changes thereto), as the audited consolidated financial statements of Prototype and its subsidiaries as of, and for the periods ended, December 31, 2001.

Reports and Financial Statements. (a) The From April 1, 2011 through the date of this Agreement, 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, 2009 SEC (the “Company SEC Documents”). As of their respective dates 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 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 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 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 Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company 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 United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).