Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. The Company has previously furnished or made available to the Purchaser Investors, via its XXXXX filings with the SEC, true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system Company's (i) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the year fiscal years ended December 31, 20062003, December 31, 2002 and December 31, 2001, as amended, as filed with the CommissionSEC, (ii) proxy statements relating statements, as amended, related to all meetings of its shareholders stockholders (whether annual or special) held since June January 1, 2006 2002, and (iii) all other reports filed with or registration statements filed declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since December 31, 2005 that date (such reports, registration statements and other filingsthe documents referred to in clauses (i) through (iii), together with any amendments or supplements theretoall accompanying exhibits and all information incorporated therein by reference, are collectively being referred to herein collectively as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the The Company Commission Filings constituted has timely made all of the documents required to be filed by the Company filings and furnishings with the Commission since December 31, 2005SEC pursuant to the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, such Company’s Commission Filings (as amended the Company SEC Reports were duly filed or supplemented) furnished with the SEC and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations promulgated by the SEC and NASDAQ Stock Market thereunder applicable to such Company SEC Reports. Except to the extent that information contained in any Company SEC Report filed or furnished with the SEC and made publicly available prior to the date of this Agreement (a "Filed Company SEC Report") has been revised or superseded by a later Filed Company SEC Report, as of their respective dates, none of the Commission promulgated thereunder, and did not contain Filed Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Filed Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act and with the published rules and regulations of the Commission SEC with respect thereto, . The financial statements (including the schedules and notes thereto) included in the Company's SEC Reports (i) have been prepared in accordance with GAAP generally accepted accounting principles (except as may be indicated therein or in the notes thereto and"GAAP") applied on a consistent basis and (ii) present fairly, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company and its Subsidiary as at the dates thereof and the results of its their operations and its cash flows flow for the periods then ended, except that the unaudited financial statements may not be in accordance with GAAP because of the absence of footnotes normally contained therein and are subject to normal year-end audit adjustments.

Reports and Financial Statements. The Since December 31, 1992, Parent and each of its Subsidiaries have filed all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by them under each of the Securities Act, the Exchange Act, applicable laws and regulations of Parent's and its Subsidiaries' jurisdictions of incorporation and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has delivered to the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report Quarterly Reports on Form 10-Q, and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as Current Reports on Form 8-K filed by Parent or any of its subsidiaries with the CommissionSEC from January 1, 1993 until the date hereof, (iib) proxy and information statements relating to all meetings of its shareholders (whether annual or special) since June and actions by written consent in lieu of a shareholder's meeting from January 1, 2006 1993, until the date hereof and (iiic) all other reports or registration statements filed by the Company Parent or its subsidiaries with the SEC since from January 1, 1994, until the date hereof (other than registration statements on Form S-8 and the registration statement on Form S-3 for the Parent Dividend Reinvestment Plan) (collectively, the "Parent SEC Reports") and (d) audited consolidated financial statements of Parent for the fiscal year ended December 31, 2005 1996, and its unaudited consolidated financial statements for the three months ended March 31, 1997 and for the six months ended June 30, 1997 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d)collectively, the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005"Recent Parent Financial Statements"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements the Parent SEC Reports and the published rules Recent Parent Financial Statements (collectively, the "Parent Financial Statements") fairly present the financial position of Parent and regulations its Subsidiaries as of the Commission dates thereof and the results of their operations and cash flows for the periods then ended in conformity with respect thereto, and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto andthereto) subject, in the case of the quarterly unaudited interim financial statements, as permitted by Form 10to normal year-Q under the Exchange Act) end and fairly present in all material respects the financial position of the Company at the dates thereof audit adjustments and the results of its operations and its cash flows for the periods then endedany other adjustments described therein.

Reports and Financial Statements. (a) The Company has previously furnished the to Purchaser with true and complete copiescopies of (a) all annual reports filed by Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended since December 31, 2006, as filed with the Commission1995, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iiib) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 1995, and (such reports, c) any registration statements and (other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the than Form S-8s) of Company Commission Filings constituted all of the documents required to be filed declared effective by the Company with the Commission SEC since December 31, 20051995. As The consolidated financial statements of their respective dates, such Company and its subsidiaries included in the Company’s Commission Filings (as amended or supplemented) complied in all material respects 's most recent report on Form 20-F and any other reports filed with the requirements of SEC by the Securities Act and Company under the Exchange Act subsequent thereto (collectively, the "Company Reports") were, or (if filed after the date hereof) will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as of the dates thereof and the rules consolidated results of their operations and regulations changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material and for the absence of footnotes). The Company Reports did not at the time each of the Commission promulgated thereunderCompany Reports was filed with the SEC (or, if amended or superseded by a subsequent filing, then on the date of such filing), and did (if filed after the date hereof) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which whey they were made, not misleading. The audited Since December 31, 1995, the Company has filed with the SEC all reports required to be filed by the Company under the Exchange Act and the rules and regulations of the SEC. (b) Included in Section 3.5(b) of the Company Disclosure Schedule are preliminary unaudited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply and its subsidiaries for the year ended December 31, 1998 (the "1998 Preliminary Statements"). As soon as they become available and prior to form in all material respects with applicable accounting requirements the Closing Date, the Company will deliver to the Purchaser audited financial statements of Company and its subsidiaries for the year ended December 31, 1998 (the "1998 Audited Statements"). The 1998 Preliminary Statements were, and the published rules and regulations of the Commission with respect thereto1998 Audited Statements will be, and have been prepared in accordance with GAAP (except United States generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under date thereof and the Exchange Act) consolidated results of their operations and fairly present changes in all material respects the financial position for the period then ended. Except as set forth in Section 3.5(b) of the Company at Disclosure Schedule, the dates thereof 1998 Preliminary Statements and the results of its operations and its cash flows for the periods then ended1998 Audited Statements will not differ in any material respect.

Reports and Financial Statements. The Company has previously furnished the Purchaser with or otherwise made available to Alcoa true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report Reports on Form 10-K, Amendment No. 1 to K filed with the Annual Report Securities and Amendment No. 2 to Exchange Commission (the Annual Report "SEC") for each of the year years ended December 31, 2006, as 1997 and 1998; (b) the Company's Quarterly Reports on Form 10-Q filed with the CommissionSEC for the quarters ended March 31, 1999 and June 30, 1999; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31, 2005 1997; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be d) each final prospectus filed by the Company with the Commission SEC since December 31, 20051997, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 1998. As of their respective dates, such Company’s Commission Filings (dates or as amended or supplementedsuperceded thereafter, such reports, proxy statements and prospectuses (collectively with any amendments, supplements and exhibits thereto, the "Company SEC Reports") (i) complied as to form in all material 12 21 respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1998, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The Company Parent has previously furnished filed with the Purchaser with true SEC all forms, statements, reports and complete copiesdocuments (including all post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended or supplementedif applicable, complied when filed in all material respects with all applicable requirements of the following documents, appropriate act and the rules and regulations thereunder. Parent has made available to the extent not available on the XXXXX system Company copies (iincluding all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December March 31, 20061999 and for the immediately preceding fiscal year, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 2006 1997, until the date hereof, and (iiic) all other reports or reports, including quarterly reports, and registration statements filed by the Company Parent with the SEC since December 31January 1, 2005 1997 (such reports, other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and other filings, together with any amendments or supplements thereto, (c) filed prior to the date hereof are collectively referred to as the “COMPANY COMMISSION FILINGS”"PARENT SEC REPORTS"). Except as set forth The Parent SEC Reports are identified on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005Parent Disclosure Schedule. As of their respective datesfiling dates (and, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements case of any registration statement, on the Securities Act and date it was declared effective), the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of Parent SEC Reports (collectively, the Commission with respect thereto, and "PARENT FINANCIAL STATEMENTS") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present present, in all material respects respects, the financial position of the Company at Parent and its subsidiaries as of the dates thereof and the results of its their operations and its their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The following reports, proxy statements and prospectuses filed by the Company has previously furnished and its predecessors with the Purchaser with true SEC are publicly available: (a) the Company's (and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (iits predecessors') Annual Report Reports on Form 10-K, Amendment No. 1 to as amended, filed with the Annual Report Securities and Amendment No. 2 to Exchange Commission (the Annual Report "SEC") for the year years ended December 31, 20061996, 1997 and 1998; (b) the Company's Quarterly Reports on Form 10-Q, as amended, filed with the CommissionSEC for the quarters ended March 31, 1999 and June 30, 1999; (iic) each definitive proxy statements relating to all meetings of statement filed by the Company and its shareholders (whether annual or special) predecessors with the SEC since June January 1, 2006 1996; (d) each final prospectus filed by the Company and its predecessors with the SEC since January 1, 1996, except any final prospectus on Form S-8; and (iiie) all other reports or registration statements Current Reports on Form 8-K filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 20051998. As of their respective dates, such Company’s Commission Filings reports, proxy statements, and prospectuses filed on or prior to the date hereof (as amended or supplementedcollectively, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the their results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since January 1, 1996 and to the date hereof, the Company and its predecessors have timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The Company has previously furnished the Purchaser with to Parent true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report Reports on Form 10-K, Amendment No. 1 to K filed with the Annual Report Securities and Amendment No. 2 to Exchange Commission (the Annual Report "SEC") for each of the year years ended December 31, 2006, as filed with the Commission, 1995 and 1996; (iib) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31February 14, 2005 1996; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be c) each final prospectus filed by the Company with the Commission SEC since December 31February 14, 20051996, except any final prospectus on Form S-8; and (d) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since January 1, 1997. As of their respective dates, such Company’s Commission Filings reports, proxy statements and prospectuses (as amended or supplementedcollectively, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since March 7, 1996, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. (i) The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such required reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1996 (collectively, including all exhibits thereto and documents incorporated by reference therein, the "Company SEC Reports"). No Subsidiary of the Company is required to file any form, report or other document with the Commission since December 31SEC. None of the Company SEC Reports, 2005. As as of their respective datesdates (and, such Company’s Commission Filings (as if amended or supplemented) complied in all material respects with superseded by a filing prior to the requirements date of this Agreement, then on the Securities Act and the Exchange Act and the rules and regulations date of the Commission promulgated thereundersuch filing), and did not contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial statements position and any consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such the Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company included in such Company’s Commission Filings comply SEC Report), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act and the rules and regulations promulgated thereunder. (ii) Except for, and to the extent of, those liabilities that are reflected or reserved against, to the extent reflected or reserved against, on the consolidated balance sheet of the Commission with respect thereto, Company and have been prepared in accordance with GAAP (except as may be indicated therein or its Subsidiaries included in the notes thereto and, in the case of the quarterly financial statements, as permitted by Company's Quarterly Report on Form 10-Q under for the Exchange Act) fiscal period ended June 30, 1998, or the Company's Annual Report on Form 10-K for the year ended December 31, 1997, and fairly present except for liabilities and obligations incurred in all material respects the financial position ordinary course of business consistent with past practice since June 30, 1998, and except and as to the extent disclosed in Schedule 3.1(d)(ii), neither the Company at the dates thereof and the results nor any of its operations Subsidiaries has any liabilities or obligations of any nature whatsoever (whether fixed, absolute, accrued, contingent or otherwise and its cash flows for whether due or to become due) that individually or in the periods then endedaggregate could reasonably be expected to have a Material Adverse Effect on the Company.

Reports and Financial Statements. Except as set forth on Schedule 5.5 attached hereto, since December 31, 1995, the Company has filed ------------ with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, delivered to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31, 20061996, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June 1, 2006 and (iiiii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31, 2005 1995 (such reportsthe documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Except as set forth in Section 6.5 of the Disclosure Schedule, since December 31, 1995, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, made available to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report Reports on Form 10-K, Amendment No. 1 to K for each of the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006two immediately preceding fiscal years, as filed with the CommissionSEC, (iib) proxy and information statements relating to all (i) any meetings of its shareholders stockholders (whether annual or special) since June 1, 2006 and (iiiii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof, and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31, 2005 1995 (such reportsother than Registration Statements filed on Form S-8) and (the documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d)At the time of filing, the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of Company SEC Reports (collectively, the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with true and complete copiesfiled all required registration statements, as amended or supplementedprospectuses, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration schedules, forms, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by it with the SEC since January 1, 2001 (collectively, including all exhibits thereto, the "Company SEC Reports"). No Subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the Commission since December 31, 2005SEC. As of their respective dates, such Company’s Commission Filings none of the Company SEC Reports (as and, if amended or supplementedsuperseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing) complied in all material respects with the requirements contained, and none of the Securities Act and Company SEC Reports filed subsequent to the Exchange Act and the rules and regulations of the Commission promulgated thereunderdate hereof will contain, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The Company's audited consolidated financial statements and any unaudited interim financial statements of for the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and fiscal year ended September 28, 2002 (the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act"Audited Financial Statements") and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof September 28, 2002 and September 29, 2001 and the consolidated results of their operations, cash flows and stockholders' equity for the 52 weeks ended September 28, 2002, September 29, 2001 and September 30, 2000, all in accordance with GAAP consistently applied. No independent auditors' report included with the Audited Financial Statements has been revoked or qualified in any manner since its operations date. The Company has not, since September 28, 2002, made any material change in the accounting practices or policies applied in the preparation of the Audited Financial Statements. The Books and Records of the Company and its cash flows Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP. The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the periods then endedCompany's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser and each of its subsidiaries have timely filed all material reports, registrations and statements, together with true and complete copiesany amendments required to be made with respect thereto, as amended or supplementedthat they were required to file since December 31, of the following documents1995, to the extent not available on the XXXXX system with (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the CommissionFederal Reserve Board, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1the FDIC, 2006 and (iii) the OCC, (iv) the OTS, (v) any state banking commissions, any other state regulatory authorities or any comparable regulatory authorities in England or Ireland and (vi) any self-regulatory organization (collectively, the "Regulatory Agencies"), and have paid all material fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and its subsidiaries, and except as listed in Section 5.5(a) of the Company Disclosure Schedule, no Regulatory Agency has initiated any proceeding or investigation or, to the knowledge of the Company, threatened any investigation into the business or operations of the Company or any of its subsidiaries since December 31, 1995, except for such proceedings or investigations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company has filed all material reports, forms, registrations, schedules, statements and other reports or registration statements documents required to be filed by the Company it with the SEC since December 31, 2005 1995 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Commission promulgated thereunderCompany SEC Reports, and did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (c) The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply the Company SEC Reports filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the "Filed Company SEC Reports") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto andthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of the quarterly financial unaudited statements, as permitted to normal year-end audit adjustments and to any other adjustments described therein). (d) Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the Filed Company SEC Reports, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position GAAP to be recognized or disclosed on a consolidated balance sheet of the Company at the dates thereof and the results of its operations and its cash flows for consolidated subsidiaries or in the periods then endednotes thereto.

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser Investor with true complete and complete copies, as amended or supplemented, correct copies of the following documents, to the extent not available on the XXXXX system following: (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to balance sheets of the Annual Report for the year ended Company as of December 31, 20061997, February 28, 1997 and February 23, 1996, and the related statements of income, retained earnings, and cash flow for the years then ended, certified by the Company's independent certified public accountant; the Company's unaudited balance sheet and related statements of income, retained earnings, and cash flow for the interim periods ended September 30, 1998, and August 29, 1997; and the Company's unaudited balance sheet and statement of income for the month ended November 27, 1998, each attached hereto as filed with Schedule 4.7(a)(i) (collectively the Commission, "Financial Statements"); (ii) proxy statements relating to the pro forma consolidated balance sheet of the Company at the Closing Date, taking into account all meetings of its shareholders transactions contemplated by this Agreement and the Related Agreements, such balance sheet being attached hereto as Schedule 4.7(a)(ii) (whether annual or special) since June 1, 2006 and the "Pro Forma Balance Sheet"); and (iii) all other reports or registration statements filed by the Company with projections of the SEC since December 31, 2005 Company's future performance dated as of the Closing Date and attached hereto as Schedule 4.7(a)(iii) (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”"Projections"). . (b) Except as set forth on SCHEDULE 3.01(d)specifically noted therein or in Section 7.1, the Company Commission Filings constituted all each of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplementedFinancial Statements delivered under Section 4.7(a)(i) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been hereof was prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as may be indicated therein or in that the notes thereto andunaudited financial statements do not contain footnotes, in the case and are subject to normal and customary year end adjustments consistent with past practice); each of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and balance sheets included in such Financial Statements fairly present presents in all material respects the financial position condition of the Company at as of the dates thereof close of business on the date thereof, and each of the statements of income and retained earnings and changes in financial position included in such Financial Statements fairly presents in all material respects the results of its operations and its cash flows of the Company for the Fiscal Years and periods then ended. (c) The Pro Forma Balance Sheet and the Projections have been prepared by management of the Company on a reasonable basis consistent with the historical financial statements of the Company except for the pro forma adjustments specified therein, and the Company is not aware of any fact that casts doubt on the reasonableness or completeness thereof, or the accuracy of the historical or actual amounts or the calculations included therein. The Company does not and will not, upon completion of the transactions contemplated by this Agreement, have any material liabilities, contingent or otherwise, that are not referred to in the Pro Forma Balance Sheet, the December 31, 1997 balance sheet included in the Financial Statements or in the notes to the December 31, 1997 Financial Statements. The Company will attain cash from operations for the fourth quarter of fiscal year 1998 in an amount at least equal to the amount set forth in the Projections. (d) The Projections constitute a reasonable basis for the assessment of the future performance of the Company during the periods indicated therein, and all material assumptions used in the preparation thereof are set forth in the notes thereto.

Reports and Financial Statements. The Company has -------------------------------- previously furnished the Purchaser with or otherwise made available (by electronic filing or otherwise) to Alcoa true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements K filed by the Company with the SEC for the fiscal year ended June 30, 1998 and the fiscal period ended December 31, 1998, and the Annual Reports on Form 10-K filed by Howmet with the SEC for each of the fiscal years ended December 31, 1997 and 1998; (b) the Quarterly Reports on Form 10-Q filed by each of the Company and Howmet with the SEC for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (c) each definitive proxy statement filed by each of the Company and Howmet with the SEC since December 31, 2005 1997; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), d) each final prospectus filed by each of the Company Commission Filings constituted all of the documents required to be filed by the Company and Howmet with the Commission SEC since December 31, 20051997, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by each of the Company and Howmet with the SEC since January 1, 1998. As of their respective dates, such Company’s Commission Filings reports, proxy statements and prospectuses filed by the Company (as amended or supplementedcollectively with, and giving effect to, any amendments, supplements and exhibits thereto, the "Company SEC Reports") and filed by Howmet (collectively with, and giving effect to, any amendments, supplements and exhibits thereto, the "Howmet SEC Reports," and together with the Company SEC Reports, the "Group SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder in effect as of the Commission promulgated thereunderdate of filing, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Group SEC Report was amended or was superseded by a later filed Group SEC Report, none of the Group SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except for (x) filing requirements of Subsidiaries of the Company in connection with guarantees by such Subsidiaries of indebtedness of the Company, (y) Cordant Technologies Holding Company (with respect to the filing of Statements on Schedule 13D under the Exchange Act) and (z) Howmet, none of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and any unaudited consolidated interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements the Group SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the consolidated financial position of each of the Company at and Howmet, as the case may be, and its respective consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1999, each of the Company and Howmet has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.The Company represents and warrants to Alcoa that, as of the respective dates thereof, all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods or as of the date then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the CommissionSEC all material forms, statements, reports and documents (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1exhibits, 2006 posteffective amendments and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as ) (the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the "Company Commission Filings constituted all of the documents SEC Reports") required to be filed by it on or before the date hereof under each of the Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder. The Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings Recent SEC Reports (as defined below), as amended or supplemented) if applicable, complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act appropriate act and the rules and regulations thereunder. As of their respective dates except as amended or supplemented prior to the Commission promulgated thereunderdate hereof, and the Company Recent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and any the unaudited interim financial statements of the Company included in such the Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements 's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003 (collectively, the published rules and regulations of the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its Subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Reports on Form 10-K for the twelve months ended December 31, 2002, December 31, 2001 and December 31, 2000, and the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the 1934 Act.

Reports and Financial Statements. The Since February 1, 2001, the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the CommissionSEC all material forms, statements, reports and documents (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1exhibits, 2006 post-effective amendments and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as ) (the “COMPANY COMMISSION FILINGSCompany SEC Reports”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents ) required to be filed by it under each of the Company Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the Commission since December 31, 2005appropriate act and the rules and regulations thereunder. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects the Company SEC Reports filed with the requirements of SEC prior to the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and date hereof did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Report filed with the SEC prior to the date hereof. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such the Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements Annual report on Form 10-K for the twelve months ended January 31, 2004, and the published rules and regulations of Company’s Quarterly Report on Form 10-Q for the Commission with respect theretoquarterly period ended April 30, and 2004 (collectively, the “Company Financial Statements”) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended (subject in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. Since January 1, 1995, -------------------------------- the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder, except as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously furnished the Purchaser with true delivered or made available to Parent copies (including all exhibits, post-effective amendments and complete copies, as amended or supplemented, supplements thereto) of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the year ended December 31June 30, 20061997, as filed with the CommissionSEC, (iib) Transition Report on Form 10-K for the six months ended December 31, 1997, (c) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 2006 1997, until the date hereof, and (iiid) all other reports or reports, including quarterly reports, and registration statements filed by the Company with the SEC since December 31January 1, 2005 1996 (such reports, other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and other filings, together with any amendments or supplements thereto, (d) filed prior to the date hereof are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates------------------- dates (or, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements case of filing under the Securities Act and Act, at the Exchange Act and time of effectiveness), the rules and regulations of the Commission promulgated thereunder, and Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such the Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and 's Transition Report on Form 10-K for the published rules and regulations of six months ended December 31, 1997 (collectively, the Commission with respect thereto"Company ------- Financial Statements"), and have been prepared in accordance with GAAP generally accepted -------------------- accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended.

Reports and Financial Statements. The Company Since January 1, 1997, -------------------------------- Purchaser has previously furnished filed with the Purchaser with true SEC all material forms, statements, reports and complete copiesdocuments (including all exhibits, amendments and supplements) required to be filed by it under each of the Securities Act, the Exchange Act, and the respective rules and regulations thereunder, all of which, as amended or supplementedif applicable, complied when filed in all material respects with all applicable requirements of the following documents, to appropriate act and the extent not available on the XXXXX system rules and regulations thereunder. Attached hereto as Schedule 4.5 is a list of Purchaser's (ia) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report KSB for the fiscal year ended December 31, 20061998 and for each of the two immediately preceding fiscal years, as amended, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June 1held, 2006 and (iiiii) all actions by written consent in lieu of a stockholders' meeting taken, since December 31, 1995 and prior to the date hereof, and (c) all other reports, including quarterly reports or registration statements filed by the Company Purchaser with the SEC since December 31, 2005 1995 and prior to the date of Closing (such reportsother than registration statements) (the documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are collectively referred to as the “COMPANY COMMISSION FILINGS”"Purchaser SEC Reports"). Except as set forth on SCHEDULE 3.01(d)The Purchaser SEC Reports were true, the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied correct and complete in all material respects with the requirements as of the Securities Act and the Exchange Act and the rules and regulations filing of each such Report. As of the Commission promulgated thereunderrespective filing dates, and did the Purchaser SEC Reports 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company Purchaser included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively the published rules and regulations of the Commission with respect thereto, and "Purchaser Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Purchaser and its subsidiaries on a consolidated basis as of the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to the normal year-end adjustments and any other adjustments described therein.

Reports and Financial Statements. 4.5.1. The Company Purchaser has previously furnished the Purchaser with made available to USDATA true and complete copies, as amended or supplemented, copies of (a) all annual reports filed with the following documents, SEC pursuant to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended Exchange Act since December 31, 2006, as filed with the Commission1998, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iiib) all other reports or registration statements reports, filed by the Company with the SEC since December 31, 2005 1998, and (such reports, c) any registration statements and other filingsdeclared effective by the SEC since December 31, together with any amendments or supplements thereto1998. Since December 31, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d)1998, the Company Commission Filings constituted Purchaser has timely filed all of the documents reports and filings required to be filed by Purchaser under the Company Exchange Act (the "PURCHASER REPORTS"). The consolidated financial statements of Purchaser and its Subsidiaries included in the Purchaser's most recent report on Form 20-F and any other reports filed with the Commission since December 31SEC by Purchaser subsequent thereto were, 2005. As or (if filed after the date hereof) will be, prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements and for normal year-end adjustments which are, such Company’s Commission Filings individually or in the aggregate, not material in amount); the Purchaser Reports were or (as amended or supplementedif filed after the date hereof) complied will be, prepared in all material respects in accordance with all the requirements of the Securities Act and the Exchange Act and the rules and regulations of any stock exchange or trading system on which the shares of the Commission promulgated thereunderPurchaser were traded or quoted at such time, as the case may be; and, as of the time of filing or on the date that an amendment or supplement thereto was filed, the Purchaser Reports, as amended or supplemented, did not and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements Purchaser has delivered to USDATA true, correct and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP complete (except as may be indicated therein for normal year-end adjustments which are, individually or in the notes thereto andaggregate, not material in amount) draft consolidated, non audited and non reviewed balance sheet and statement of profit and loss of the Purchaser for the six months ended June 30, 2003. 4.5.2. The Purchaser does not have any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or undeterminable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, tort, agreement, arrangement, commitment or undertaking or otherwise, which is not either (i) included or reflected in Purchaser's draft June 30 balance sheet referred to in the case last sentence of Section 4.5.1, (ii) was incurred in the ordinary course of the quarterly financial statementsPurchaser's business consistent with past practice, as permitted by Form 10-Q under the Exchange Actor (iii) and fairly present is listed in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedSECTION 4.5.2 OF THE PURCHASER DISCLOSURE SCHEDULE.

Reports and Financial Statements. The Company has previously -------------------------------- furnished the Purchaser Buyer with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system Company's (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31, 20061996, as amended by Form 00- X/X Xx. 0 xxx Xxxx 00-X/X Xx. 0, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since Quarterly Reports on Form 10-Q for the quarters ended June 130, 2006 1996, September 30, 1996, March 31, 1997 and June 30, 1997, as filed with the Commission and (iii) all other reports or on Form 8-K and registration statements filed declared effective by the Company with the SEC Commission since December 31February 16, 2005 (such reports1996, except registration statements and on Form S-8 relating to employee benefit plans, which are all the documents (other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), than preliminary material) that the Company Commission Filings constituted all of the documents was required to be filed by the Company file with the Commission since December 31February 16, 20051996 (all items in clauses (i) through (iii) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC Reports complied in all material respects with the requirements of the Securities Act and Act, or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such Company SEC Reports. As of their respective dates, and the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were mere made, not misleading. The As of their respective dates, the audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form the Company SEC Reports complied in all material respects with applicable accounting requirements of the Securities Act and the Exchange Act, and with the published rules and regulations of the Commission with respect thereto, and . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP during the periods presented (except as may be indicated therein or in the notes thereto andor, in the case of the quarterly financial unaudited statements, as permitted subject to normal year-end audit adjustments and except for the fact that such unaudited statements do not contain all notes required by Form 10-Q under the Exchange ActGAAP), (ii) and fairly present fairly, in all material respects respects, the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and its cash flows flow for the periods then endedended (except as may be indicated therein or in the notes thereto, or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder) and (iii) are, in all material respects, in accordance with the books of account and records of the Company. Neither the Company nor any of its Subsidiaries has any liability or is subject to any loss contingency that could reasonably be expected to have a Company Material Adverse Effect other than as reflected or disclosed in the financial statements or notes thereto included in the Company SEC Reports filed prior to the date hereof or as otherwise disclosed on Schedule 6.5 of the Company Disclosure Schedule. Any reports or other material filed by the Company with the Commission after the date hereof and prior to the Closing Date (other than preliminary material) shall be deemed to be included in the defined term "Company SEC Reports" for purposes of this Agreement and the Company shall be deemed to have made the representations set forth in this Section 6.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The Since January 1, 2000, the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the CommissionSEC all material forms, statements, reports and documents (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1exhibits, 2006 posteffective amendments and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as ) (the “"COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents SEC REPORTS") required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements it under each of the Securities Act and the Exchange Act and the rules and regulations Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Commission promulgated thereunderappropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, and in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and any the unaudited interim financial statements of the Company included in such the Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and 's Quarterly Report on Form 10-Q (the published rules and regulations of "COMPANY 10-Q") for the Commission with respect theretoquarterly period ended March 31, and 2003 (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its Subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "COMPANY RECENT SEC REPORTS". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. (a) You have heretofore been furnished with complete and correct copies of the following: (A) the audited consolidated balance sheet of TRC and its Subsidiaries as at December 31, 1998 (the "Balance Sheet Date"), and the related audited consolidated statements of operations and cash flows for the fiscal year of TRC then ended, certified by Arthxx Andexxxx XXX, independent public accountants, and (B) the unaudited consolidated balance sheet of TRC and its Subsidiaries as at October 31, 1999, and the related unaudited consolidated statements of operations and cash flows for the portion of the fiscal year then ended, each of such balance sheets and statements of operations and cash flows being attached hereto as Schedule 3.7(a)(i) (the "Historical Financials"); (ii) the pro forma consolidated balance sheet of the Company and its Subsidiaries as at the Closing Date, taking into account the Recapitalization and all transactions contemplated hereby and by the Related Agreements, such balance sheet being attached hereto as Schedule 3.7(a)(ii); and (iii) the projections of the future performance of TRC and its Subsidiaries on a consolidated basis including income, net profits and cash flows, dated as of December 14, 1999 and attached hereto as Schedule 3.7(a)(iii) (the "Projections"). (b) The Historical Financials were prepared in accordance with GAAP; each of the balance sheets included in the Historical Financials fairly presents the consolidated financial condition of TRC as at the close of business on the date thereof; and each of the statements of income and cash flows included in the Historical Financials fairly presents the results of operations of TRC for the fiscal period then ended. (c) The pro forma consolidated balance sheet of the Company and its Subsidiaries referred to in Section 3.7(a)(ii) has been prepared by management of the Company on a reasonable basis, taking into consideration the effect of the Recapitalization and the transactions contemplated hereby and by the Related Agreements, and the Company is not aware of any fact which casts doubt on the accuracy or completeness thereof. Immediately after giving effect to the Recapitalization and the transactions contemplated hereby and by the Related Agreements, none of the Company or any of its Subsidiaries has any material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto. (d) The Projections constitute a reasonable basis for the assessment of the future performance of TRC and its Subsidiaries during the periods indicated therein, and all material assumptions used in the preparation thereof are set forth in the notes thereto. The Company and you acknowledge that the Projections are good faith estimates only, and there is no guaranty or assurance that the future performance of TRC reflected in the Projections will be achieved. (e) There has previously furnished been no material adverse change in the Purchaser with true business, properties, financial condition or prospects of TRC and complete copiesits Subsidiaries since the Balance Sheet Date. Prior to and at the Closing, as amended or supplemented, of the following documents, to the extent Company will not available on the XXXXX system have (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commissionincurred any liabilities or obligations, (ii) proxy statements relating to all meetings engaged in any business or activities of its shareholders (whether annual or special) since June 1any kind whatsoever, 2006 and (iii) all other reports entered into any agreement or registration statements filed arrangements with any Person or (iv) been subject to or bound by the Company any obligation or undertaking, except in each case as incurred in connection with the SEC since December 31incorporation, 2005 (such reportscapitalization or negotiation and consummation of the transactions contemplated by this Agreement and the Related Agreements, registration statements and other filingsincluding, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d)but not limited to, the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act Recapitalization and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect financing related thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. The Company has -------------------------------- previously furnished or otherwise made available to the Purchaser with Parent true and complete copies, as amended or supplemented, copies of: (a) the Company's Annual Reports on Form 10-K filed with the SEC for each of the following documentsyears ended December 31, to 1996 and 1997; (b) the extent not available on the XXXXX system (i) Annual Company's Quarterly Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as Q filed with the CommissionSEC for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31, 2005 1996; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be d) each final prospectus filed by the Company with the Commission SEC since December 31, 20051996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 1997. As of their respective dates, such Company’s Commission Filings reports, proxy statements and prospectuses (as amended or supplementedcollectively with any amendments, supplements and exhibits thereto, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1996, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. 4.5.1. The Company Purchaser has previously furnished the Purchaser with made available to USDATA true and complete copies, as amended or supplemented, copies of (a) all annual reports filed with the following documents, SEC pursuant to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended Exchange Act since December 31, 2006, as filed with the Commission1998, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iiib) all other reports or registration statements reports, filed by the Company with the SEC since December 31, 2005 1998, and (such reports, c) any registration statements and other filingsdeclared effective by the SEC since December 31, together with any amendments or supplements thereto1998. Since December 31, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d)1998, the Company Commission Filings constituted Purchaser has timely filed all of the documents reports and filings required to be filed by Purchaser under the Company Exchange Act (the “Purchaser Reports”). The consolidated financial statements of Purchaser and its Subsidiaries included in the Purchaser’s most recent report on Form 20-F and any other reports filed with the Commission since December 31SEC by Purchaser subsequent thereto were, 2005. As or (if filed after the date hereof) will be, prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements and for normal year-end adjustments which are, such Company’s Commission Filings individually or in the aggregate, not material in amount); the Purchaser Reports were or (as amended or supplementedif filed after the date hereof) complied will be, prepared in all material respects in accordance with all the requirements of the Securities Act and the Exchange Act and the rules and regulations of any stock exchange or trading system on which the shares of the Commission promulgated thereunderPurchaser were traded or quoted at such time, as the case may be; and, as of the time of filing or on the date that an amendment or supplement thereto was filed, the Purchaser Reports, as amended or supplemented, did not and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements Purchaser has delivered to USDATA true, correct and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP complete (except as may be indicated therein for normal year-end adjustments which are, individually or in the notes thereto andaggregate, not material in amount) draft consolidated, non audited and non reviewed balance sheet and statement of profit and loss of the Purchaser for the six months ended June 30, 2003. 4.5.2. The Purchaser does not have any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or undeterminable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, tort, agreement, arrangement, commitment or undertaking or otherwise, which is not either (i) included or reflected in Purchaser’s draft June 30 balance sheet referred to in the case last sentence of Section 4.5.1, (ii) was incurred in the ordinary course of the quarterly financial statementsPurchaser’s business consistent with past practice, as permitted by Form 10-Q under the Exchange Actor (iii) and fairly present is listed in all material respects the financial position Section 4.5.2 of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endedPurchaser Disclosure Schedule.

Reports and Financial Statements. The Company has previously furnished the Purchaser Parent with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the year three years ended December July 31, 20061994, 1995, and 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended November 3, 1996, February 2, 1997 and May 4, 1997, as filed with the Commission, (iii) proxy statements relating related to all meetings of its shareholders (whether annual or special) since June 1July 31, 2006 1994 and (iiiiv) all other reports or registration statements filed by the Company with the SEC Commission since December July 31, 2005 (such reports1994, except registration statements and on Form S-8 relating to employee benefit plans, which are all the documents (other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), than preliminary material) that the Company Commission Filings constituted all of the documents was required to be filed by the Company file with the Commission since December 31, 2005that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such Company SEC Reports. As of their respective dates, and the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as at the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Since February 1, 2001, the Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the CommissionSEC all material forms, statements, reports and documents (ii) proxy statements relating to including all meetings of its shareholders (whether annual or special) since June 1exhibits, 2006 post-effective amendments and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as ) (the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the "Company Commission Filings constituted all of the documents SEC Reports") required to be filed by it under each of the Company Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the Commission since December 31, 2005appropriate act and the rules and regulations thereunder. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects the Company SEC Reports filed with the requirements of SEC prior to the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and date hereof did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Report filed with the SEC prior to the date hereof. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such the Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements 's Annual report on Form 10-K for the twelve months ended January 31, 2004, and the published rules and regulations of Company's Quarterly Report on Form 10-Q for the Commission with respect theretoquarterly period ended April 30, and 2004 (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended (subject in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (a) The Company was formed on July 12, 2006 and since that time has not engaged in any business that is not in connection with the Merger or raising the additional capital contemplated by Section 7.05 hereof. (b) The Company has previously furnished the Purchaser with or made available to eMerge a true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system copy of: (i) Annual Report on Form 10-Kthe unaudited financial statements of the Company as of, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the period from its inception through, September 30, 2006 (the “Company Financial Statements”); (ii) the projected consolidated income statements of eMerge as combined with the Company for the five-year ended period ending December 31, 2006, as filed with 2011 (the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and “Projected Income Statements”); and (iii) all other reports or registration statements filed the materials presented by the Company with the SEC since December 31, 2005 and its affiliates and representatives to potential Third Party Investors regarding potential investments in eMerge’s securities (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGSInvestor Presentation”). Except as set forth on SCHEDULE 3.01(d), the . (c) The Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings Financial Statements (as amended or supplementedincluding any related notes and schedules) complied fairly present in all material respects with the requirements assets, liabilities and financial position of the Securities Act Company as of the dates thereof and the Exchange Act results of operations of the Company for the period or as of the date then ended (subject to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (d) The Projected Income Statements have been prepared in good faith by the Company based upon assumptions that were reasonable when made and accurate historical data. The assumptions used in the preparation of the Projected Income Statements continue to be reasonable as of the date hereof and the rules Closing Date. (e) The books and regulations records of the Commission promulgated thereunderCompany are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and correct record of all meetings or proceedings of its members. The ledger of membership units of the Company is complete and reflects all issuances, transfers, repurchases and cancellations of membership units of the Company. (f) As of the date hereof, the Closing Date and, on each date the Investor Presentation was presented to a potential Third Party Investor by the Company or its affiliates or agents, the Investor Presentation (excluding information regarding eMerge provided in writing by eMerge for inclusion in the Investor Presentation) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements . (g) As of the Company included date hereof, the press release described in such Company’s Commission Filings comply as Section 7.02(a) hereof (excluding information regarding eMerge provided in writing by eMerge for inclusion therein) did not contain any untrue statement of a material fact or omit to form state a material fact necessary in all material respects with applicable accounting requirements and order to make the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto andstatements therein, in the case light of the quarterly financial statementscircumstances under which they were made, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then endednot misleading.

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copiesfiled all forms, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such -------------------------------- reports, registration statements statements, and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company it with the Commission SEC since December 31January 1, 20052001 (such forms, reports, registration statements, and documents, together with any amendments thereto filed prior to the date hereof, are referred to as the "Company SEC Filings"). As of their respective dates, such Company’s Commission the Company SEC Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and Act, as the rules and regulations of the Commission promulgated thereundercase may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of included or incorporated by reference in the Company included SEC Filings, including but not limited to the Company's audited financial statements at and for the year ended December 31, 2000, (i) were prepared in such Company’s Commission Filings comply accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as to form may be indicated therein or in the notes or schedules thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actiii) and fairly present in all material respects the consolidated financial position of the Company at as of the dates thereof and the results of its operations income, cash flows, and its cash flows changes in stockholders' equity for the periods then endedinvolved. The Company has filed in a timely manner all reports required to be filed by it pursuant to Sections 13, 14, or 15(d) of the Exchange Act during the 12-month period immediately preceding the Closing. Since December 31, 2000, the date of the most recent year-end balance sheet of the Company (the "Balance Sheet"), (i) there has been no change in the assets, liabilities or financial condition of the Company from that reflected in such Balance Sheet except for changes in the ordinary course of business that have not, individually or in the aggregate, had a Material Adverse Effect and (ii) none of the business, financial condition, operations or property of the Company has suffered any Material Adverse Effect by any occurrence or development, individually or in the aggregate, whether or not insured against. The Company and each Company Subsidiary does not have any liabilities, contingent or otherwise, other than (i) the liabilities set forth on the Balance Sheet, (ii) liabilities incurred in the ordinary course of business subsequent to the date of the Balance Sheet, and (iii) liabilities of the type not required under generally accepted accounting principles to be reflected in financial statements of the Company. Such liabilities not set forth on the Balance Sheet are not, in the aggregate, material to the financial condition or operating results of the Company.

Reports and Financial Statements. The Company has previously furnished the Purchaser Buyer with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system Company's (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31, 20061996, as amended by Form 10-K/A No. 0 xxx Xxxx 00-X/X Xx. 0, xx filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since Quarterly Reports on Form 10-Q for the quarters ended June 130, 2006 1996, September 30, 1996, March 31, 1997 and June 30, 1997, as filed with the Commission and (iii) all other reports or on Form 8-K and registration statements filed declared effective by the Company with the SEC Commission since December 31February 16, 2005 (such reports1996, except registration statements and on Form S-8 relating to employee benefit plans, which are all the documents (other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), than preliminary material) that the Company Commission Filings constituted all of the documents was required to be filed by the Company file with the Commission since December 31February 16, 20051996 (all items in clauses (i) through (iii) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC Reports complied in all material respects with the requirements of the Securities Act and Act, or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such Company SEC Reports. As of their respective dates, and the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were mere made, not misleading. The As of their respective dates, the audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form the Company SEC Reports complied in all material respects with applicable accounting requirements of the Securities Act and the Exchange Act, and with the published rules and regulations of the Commission with respect thereto, and . The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP during the periods presented (except as may be indicated therein or in the notes thereto andor, in the case of the quarterly financial unaudited statements, as permitted subject to normal year-end audit adjustments and except for the fact that such unaudited statements do not contain all notes required by Form 10-Q under the Exchange ActGAAP), (ii) and fairly present fairly, in all material respects respects, the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and its cash flows flow for the periods then endedended (except as may be indicated therein or in the notes thereto, or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder) and (iii) are, in all material respects, in accordance with the books of account and records of the Company. Neither the Company nor any of its Subsidiaries has any liability or is subject to any loss contingency that could reasonably be expected to have a Company Material Adverse Effect other than as reflected or disclosed in the financial statements or notes thereto included in the Company SEC Reports filed prior to the date hereof or as otherwise disclosed on Schedule 6.5 of the Company Disclosure Schedule. Any reports or other material filed by the Company with the Commission after the date hereof and prior to the Closing Date (other than preliminary material) shall be deemed to be included in the defined term "Company SEC Reports" for purposes of this Agreement and the Company shall be deemed to have made the representations set forth in this Section 6.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The Company Since June 26, 1998, Parent has previously furnished filed with the Purchaser with true SEC all forms, statements, reports and complete copiesdocuments (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended or supplemented(the "Securities Act"), the Exchange Act, and the respective rules and regulations --------------- thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the following documents, appropriate act and the rules and regulations thereunder. Parent has previously delivered to the extent not available on the XXXXX system Company copies of its (ia) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31June 26, 20061998, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) since June 1), 2006 and (iiiii) actions by written consent in lieu of a shareholders' meeting from June 26, 1998 until the date hereof, and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company Parent with the SEC since December 31June 26, 2005 1998 (such reportsother than Registration Statements filed on Form S-8) (clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are herein collectively referred to as the “COMPANY COMMISSION FILINGS”"Parent SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their ------------------ respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company Parent included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Parent Financial Statements") have --------------------------- been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Parent and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein and the absence of footnotes.

Reports and Financial Statements. (a) The Company has -------------------------------- previously furnished the Purchaser with or made available to Parent true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system copies of: (i) the Company's Annual Report Reports on Form 10-K, Amendment No. 1 to K filed with the Annual Report Securities and Amendment No. 2 to Exchange Commission (the Annual Report "SEC") for each of the year years ended --- December 31, 20061996, as filed with the Commission, 1997 and 1998; (ii) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31, 2005 1996; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be iii) each final prospectus filed by the Company with the Commission SEC since December 31, 20051996, except any final prospectus on Form S-8; and (iv) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 1998. As of their respective dates, such Company’s Commission Filings reports, proxy statements and prospectuses (as amended or supplementedcollectively, the "Company SEC Reports") (i) complied as to form ------------------- - in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder and (ii) -- did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise ---- disclosed in the notes thereto). The Company has also previously furnished to Parent all audit reports and letters to management regarding accounting controls received since January 1, 1997 from the auditors of the Company and its Subsidiaries and all responses thereto from the Company and its Subsidiaries. Since December 31, 1996, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The Company has made available to Parent true and complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities for the years ended December 31, 1996, 1997 and 1998 and the quarterly periods ended March 31, 1999 and June 30, 1999, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Company SAP Statements"). The Company SAP Statements were prepared in ---------------------- conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. Section 3.4(b) of the Company Disclosure Schedules sets forth the permitted exceptions from statutory accounting practices received from any regulatory authorities. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and, to the Knowledge of the Company, no material deficiency has been asserted with respect to any Company SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company SAP Statements have been audited by KPMG Peat Marwick LLP, and the Company has made available to Parent true and complete copies of all audit opinions related thereto. The Company has made available to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1996 relating to the Company Insurance Subsidiaries. To the Knowledge of the Company, the amounts shown in the Company SAP Statements as reserves and liabilities for past and future insurance policy benefits, losses, claims and expenses under insurance policies as of the end of each such reporting period were fairly stated in accordance with generally accepted actuarial principles consistently applied, were based on actuarial assumptions which were in accordance with those called for in the policy provisions and met the requirements of the insurance laws of the applicable insurance authority, with such exceptions as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. Such amounts shown on the Company SAP Statements filed after the date hereof and on or prior to the Closing Date will be so computed and based and will meet all such requirements.

Reports and Financial Statements. The Company has previously -------------------------------- furnished the Purchaser Parent with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report 10?K for the year three years ended December July 31, 20061994, 1995, and 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended November 3, 1996, February 2, 1997 and May 4, 1997, as filed with the Commission, (iii) proxy statements relating related to all meetings of its shareholders (whether annual or special) since June 1July 31, 2006 1994 and (iiiiv) all other reports or registration statements filed by the Company with the SEC Commission since December July 31, 2005 (such reports1994, except registration statements and on Form S-8 relating to employee benefit plans, which are all the documents (other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), than preliminary material) that the Company Commission Filings constituted all of the documents was required to be filed by the Company file with the Commission since December 31, 2005that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC ------------------- Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such Company SEC Reports. As of their respective dates, and the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as at the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Company has previously timely filed with or, if applicable, otherwise furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-KSEC all forms, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration schedules, statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed or furnished by it under the Securities Act or the Exchange Act since February 7, 2005 (such documents, as supplemented or amended since the time of filing, the “Company SEC Reports”). No Subsidiary of the Company is or at any time since February 7, 2005 has been required to file with or furnish to the Commission since December 31SEC any such forms, 2005reports, schedules or other documents. As The Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein at the time filed (and, in the case of their respective datesregistration statements and proxy statements, such Company’s Commission Filings on the dates of effectiveness and the dates of mailing, respectively) (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, as applicable, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and any unaudited consolidated interim financial statements of included or incorporated by reference in the Company included in such SEC Reports (including the Company’s Commission Filings comply as to form annual report on Form 10-K for the fiscal year ended December 31, 2006 and the Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2007), along with any related notes and schedules, comply, in all material respects respects, with applicable accounting requirements and fairly present, in all material respects, the published rules and regulations consolidated financial position of the Commission with respect theretoCompany and its consolidated Subsidiaries as of the dates thereof, and have been the results of their operations and their cash flows for the periods set forth therein, and in each case were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andand subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect). (c) The Company has heretofore made available or promptly will make available to Parent and Merger Sub a complete and correct copy of any amendments or modifications to any Company SEC Reports filed prior to the case of date hereof which are required to be filed with the quarterly financial statementsSEC but have not yet been filed with the SEC, as permitted and any Company SEC Reports required to be filed by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at on or after the dates thereof date hereof and prior to the results Effective Time. Public availability of its operations and its cash flows for such SEC Reports through EXXXX will be deemed to satisfy the periods then endedrequirements of this Section 4.5(c).

Reports and Financial Statements. The Company has previously furnished the Purchaser Parent with true and complete copies, as amended or supplemented, copies of the following documents, to the extent not available on the XXXXX system its (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the year ended December 31, 20061995, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as filed with the Commis- sion, (iii) proxy statements relating related to all meetings of its shareholders (whether annual or special) since June 1December 31, 2006 1994 and (iiiiv) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 20051994, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Re- ports"). As of their respective dates, such Company’s Commission Filings (as amended or supplemented) the Company SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunderthereunder applicable to such Company SEC Reports. As of their respective dates, and the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmis- leading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the financial statements included in the Company SEC Reports, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as at the dates thereof and the results of its their operations and its cash flows changes in financial posi- tion for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end au- dit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with to Newco, or its Affiliates or representatives, true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as K filed with the CommissionSecurities and Exchange Commission (the "SEC") for each of the years ended November 30, 1997 and 1998; and the Company's audited consolidated financial statements for the fiscal year ended November 28, 1999 (iithe "1999 Financial Statements"); (b) each definitive proxy statements relating to all meetings of its shareholders statement filed by the Company with the SEC on or after February 27, 1998; (whether annual or special) since June 1, 2006 and (iiic) all other reports or registration statements Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 311, 2005 1998. (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The (i) audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto andii) 1999 Financial Statements (including, in the case of the quarterly financial statementseach case, as permitted by Form 10-Q under the Exchange Actany related notes and schedules) and fairly present in all material respects the financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 1, 1998, the Company has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. The Company Corry has previously -------------------------------- furnished the Purchaser Northwest with true and complete copies, copies of its (a) Audited Balance Sheet as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year years ended December 31, 20061996 and 1995, as filed with and the Commissionrelated Statements of Income, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1Retained Earnings and Cash Flows for the years ended December 31, 2006 1996, 1995, and 1994, and (iiib) all other reports or registration statements filed by the Company Corry with the SEC FDIC or the Department since December 31, 2005 1996 (such including call reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company Corry included in such Company’s Commission Filings comply reports or otherwise delivered to Northwest (collectively referred to herein as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and "Corry Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Corry as of the dates thereof and the results of its operations and its cash flows changes in financial position for the periods then ended., subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein, and the absence of certain footnotes. Except as set forth in Schedule 4.5 to the Corry Disclosure Schedule, since December 31, ------------ 1996 Corry has not suffered a Material Adverse Effect and Corry is not aware of any event or circumstance, or series of events and circumstances, which is reasonably likely to result in a Material Adverse Effect to Corry. The books and records of Corry have been, and are being, maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. As of December 31, 1996, except and to the extent (i) reflected, disclosed or provided for in the financial statements referred to above and (ii) of liabilities incurred since December 31, 1996 in the ordinary course of business and consistent with prudent banking practice, Corry does not have any liabilities, whether absolute, accrued, contingent or otherwise, material to the business, operations, assets or financial condition of Corry

Reports and Financial Statements. Since January 1, 1994, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, delivered to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report Reports on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31, 20061996, and for each of the two immediately preceding fiscal years, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 2006 1997, until the date hereof, and (iiic) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31January 1, 2005 1997 (such reportsother than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, are (c) and collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has previously furnished the Purchaser with or otherwise made available to Parent true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Annual Report Reports on Form 10-K, Amendment No. 1 to K filed by the Annual Report and Amendment No. 2 to Company with the Annual Report SEC for the year fiscal years ended March 31, 2000 and 2001; (b) the Quarterly Reports on Form 10-Q filed by the Company with the SEC for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2006, as filed with the Commission, 2001; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31April 1, 2005 2000; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be d) each final prospectus filed by the Company with the Commission SEC since December 31April 1, 2005. As of their respective dates2000, such Company’s Commission Filings except any final prospectus on Form S-8; and (as amended or supplementede) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 2000. (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder in effect as of the Commission promulgated thereunderdate of filing, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the consolidated financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since April 1, 2000, the Company has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The Company represents and warrants to Parent that, as of the respective dates thereof, all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Reports and Financial Statements. The Company has previously furnished the Purchaser with or otherwise made available to Parent true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Annual Report Reports on Form 10-K, Amendment No. 1 to K filed by the Annual Report and Amendment No. 2 to Company with the Annual Report SEC for the year fiscal years ended March 31, 2000 and 2001; (b) the Quarterly Reports on Form 10-Q filed by the Company with the SEC for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2006, as filed with the Commission, 2001; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31April 1, 2005 2000; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be d) each final prospectus filed by the Company with the Commission SEC since December 31April 1, 20052000, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since January 1, 2000. As of their respective dates, such Company’s Commission Filings reports, proxy statements and prospectuses filed by the Company prior to the date hereof (as amended or supplementedcollectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the date hereof, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder in effect as of the Commission promulgated thereunderdate of filing, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements SEC Reports (including any related notes and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actschedules) and fairly present in all material respects the consolidated financial position of the Company at and its consolidated Subsidiaries as of the dates thereof and the results of its operations and its cash flows for the periods then endedended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since April 1, 2000, the Company has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The Company represents and warrants to Parent that, as of the respective dates thereof, all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows or other information included therein for the periods then ended (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as filed with the Commission, (ii) proxy statements relating to SEC all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents 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 in all material respects as to form with all applicable requirements of the appropriate act and the rules and regulations thereunder. No Subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the Commission since December 31, 2005SEC. As of their respective dates, such Company’s Commission Filings none of the Company SEC Reports (as and, if amended or supplementedsuperseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain contained 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 the light of the circumstances under which they were made, not misleading. . (b) The Company's audited consolidated financial statements and any unaudited interim financial statements of for the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and fiscal year ended December 29, 2002 (the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act"Audited Financial Statements") and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at December 29, 2002 and December 30, 2001 and the dates consolidated results of operations, cash flows and stockholders' equity of the Company and its consolidated Subsidiaries for each of the three years in the period ended December 29, 2002, all in accordance with GAAP. The Company's unaudited financial statements for the three months ended March 30, 2003 and the six months ended June 29, 2003 (the "Interim Financial Statements") fairly present in all material respects the consolidated position of the Company and its consolidated Subsidiaries as of March 30, 2003 and June 29, 2003, respectively, and the consolidated results of operations, cash flows and stockholders' equity of the Company and its consolidated Subsidiaries for the three months ended March 30, 2003 and the six months ended June 29, 2003, respectively, all in accordance with GAAP (except for the absence of footnote disclosure and changes from normal year-end adjustments). No independent auditors' report included with the Audited Financial Statements has been revoked or qualified in any manner since its date. The Company has not, since December 29, 2002, made any material change in the accounting practices or policies applied in the preparation of the Audited Financial Statements. The Books and Records of the Company and the Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP. (c) The principal executive officer and the principal financial officer of the Company have signed and the Company has furnished to the SEC all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as enacted by rule 13a-14 and rule 15d-14 of the Exchange Act; such certifications comply with the requirements thereof and have not been modified or withdrawn; and neither the results Company nor any of its operations and its cash flows for officers has received any notice from any Governmental Authority questioning or challenging the periods then endedaccuracy, completeness or form of such certifications.

Reports and Financial Statements. Except as set forth on Schedule 5.5 attached hereto, since December 31, 1995, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, delivered to Parent copies of the following documents, to the extent not available on the XXXXX system its (ia) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report K for the fiscal year ended December 31, 20061996, as filed with the CommissionSEC, (iib) proxy and information statements relating to (i) all meetings of its shareholders stockholders (whether annual or special) since June 1, 2006 and (iiiii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof and (c) all other reports reports, including quarterly reports, or registration statements filed by the Company with the SEC since December 31, 2005 1995 (such reportsthe documents referred to in clauses (a), registration statements (b) and other filings, together with any amendments or supplements thereto, (c) are collectively referred to as the “COMPANY COMMISSION FILINGS”"Company SEC Reports"). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited 25 consolidated financial statements and any unaudited interim consolidated financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and reports (collectively, the published rules and regulations of the Commission with respect thereto, and "Company Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at and its subsidiaries as of the dates thereof and the results of its their operations and its cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company (a) Purchaser has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended December 31, 2006, as timely filed with the CommissionSEC all SEC Reports, (ii) proxy statements relating to including, all meetings of its shareholders (whether annual or special) since June 1forms, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31statements, 2005 (such reports, registration statements certifications and other filingsdocuments, together with any including all exhibits, post-effective amendments or and supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents thereto required to be filed by it under each of the Company Securities 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 Commission since December 31, 2005appropriate act and the rules and regulations thereunder. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and SEC Reports did not contain any known 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 the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequent SEC Report filed with the SEC prior to the date hereof. The audited consolidated financial statements and any unaudited interim financial statements None of the Company included SEC Reports or the absence of any forms, statements, reports, certifications and documents, including all exhibits, post-effective amendments and supplements thereto required to be filed with the SEC is the subject of an ongoing SEC review or investigation, other than any review or investigation initiated as a result of the transactions contemplated by this Agreement. (b) Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx- Xxxxx Act, in such Company’s Commission Filings comply each case, with respect to the Purchaser SEC Reports. (c) Except as to form disclosed in the SEC Reports, Purchaser is, and has, at all times since listing on the NYSE MKT, been, in compliance in all material respects with applicable accounting listing requirements and the published rules and regulations of the Commission with respect theretoNYSE MKT, and have been has not received any notice asserting any non-compliance with the listing requirements of the NYSE MKT. (d) The Purchaser Financial Statements were prepared in accordance with GAAP Generally Accepted Accounting Principles (except, with respect to any unaudited financial statements, as permitted by applicable SEC rules or requirements) applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Actthereto) and fairly present in all material respects the financial position of the Company at Purchaser as of the dates thereof and the results of its operations and its cash flows changes in financial position of Purchaser for the periods then endedended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (a) The Company has previously furnished made available to Parent (including through the Purchaser with SEC's XXXXX system) true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K, Amendment No. 1 to KSB filed with the Annual Report and Amendment No. 2 to SEC for each of the Annual Report for the year years ended December 31, 2006, as 2002 through 2004; (b) the Company's Quarterly Report on Form 10-QSB filed with the CommissionSEC for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31, 2005 2002; and (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth d) all Current Reports on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be Form 8-K filed by the Company with the Commission SEC since December 31, 20052002. As of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such Company’s Commission Filings reports, proxy statements and prospectuses (as amended or supplementedindividually a "Company SEC Report" and collectively, the "Company SEC Reports") (a) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission promulgated thereunder, thereunder and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply SEC Reports (including any related notes and schedules) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andthereto, and except that unaudited statements do not contain footnotes in the case of the quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under QSB of the Exchange Act) and fairly present in all material respects presented the financial position of the Company at as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since September 30, 2005, there has not been any material change by the Company in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. The Company maintains a reasonable process or procedure under which management of the Company is aware of or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002. (c) The Company has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of the Company, there is no reasonable basis for the assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005, (ii) which have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the ordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. The Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, (a) Attached to Section 4.4(a) of the following documents, to the extent not available on the XXXXX system Company Disclosure Letter are: (i) Annual Report on Form 10-KCompany’s unaudited condensed consolidated balance sheets as of September 30, Amendment No. 1 to 2023 (the Annual Report “Latest Company Balance Sheet”) and Amendment No. 2 to December 31, 2022 and the Annual Report related condensed consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows for the year nine (9) months ended September 30, 2023 and 2022, and (ii) Company’s audited consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive, changes in stockholders’ equity and cash flows for the fiscal years ended December 31, 20062022 and 2021 (collectively, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGSCompany Financial Statements”). Except as set forth on SCHEDULE 3.01(d)Section 4.4(a) of the Company Disclosure Letter, the Company Commission Filings constituted all of the documents required to be filed by the Company with the Commission since December 31, 2005. As of their respective dates, such Company’s Commission Filings (as amended or supplemented) complied Financial Statements present fairly in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunderrespects, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP (GAAP, the consolidated financial condition and results of operations of Company and its Subsidiaries as of the dates and for the periods referred to therein applied on a consistent basis during the periods presented, except as may be indicated therein or in the notes thereto andand subject, in the case of the quarterly unaudited financial statements, as permitted by Form 10to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal, year-Q under end audit adjustments, none of which are expected to be material, made in the Exchange Actordinary course of business. (b) The books of account and fairly present other financial records of Company and its Subsidiaries have been kept accurately, in all material respects respects, in the financial position ordinary course of the Company at the dates thereof business consistent with applicable Laws, and the results transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Company have been properly recorded therein in all material respects. (c) No bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of Company, threatened against Company or any of its operations Subsidiaries or Company’s or any of its Subsidiaries’ properties or assets, and there is no basis therefor. Each of Company’s and its cash flows for Subsidiaries is, and will be as of immediately prior to the periods then endedClosing, financially solvent in accordance with GAAP.

Reports and Financial Statements. (a) The Company has previously furnished made available to Parent (including through the Purchaser with SEC’s XXXXX system) true and complete copies, as amended or supplemented, of copies of: (a) the following documents, to the extent not available on the XXXXX system (i) Company’s Annual Report on Form 10-K, Amendment No. 1 to KSB filed with the Annual Report and Amendment No. 2 to SEC for each of the Annual Report for the year years ended December 31, 2006, as 2002 through 2004; (b) the Company’s Quarterly Report on Form 10-QSB filed with the CommissionSEC for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005; (iic) each definitive proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements statement filed by the Company with the SEC since December 31, 2005 2002; and (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth d) all Current Reports on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be Form 8-K filed by the Company with the Commission SEC since December 31, 20052002. As of their respective datesdates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such Company’s Commission Filings reports, proxy statements and prospectuses (as amended or supplementedindividually a “Company SEC Report” and collectively, the “Company SEC Reports”) (a) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Commission promulgated thereunder, thereunder and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited consolidated interim financial statements of included in the Company included in such Company’s Commission Filings comply SEC Reports (including any related notes and schedules) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto andthereto, and except that unaudited statements do not contain footnotes in the case of the quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under QSB of the Exchange Act) and fairly present in all material respects presented the financial position of the Company at as of the dates thereof and the results of its operations and its cash flows for the periods or as of the dates then endedended (subject, where appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since September 30, 2005, there has not been any material change by the Company in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. The Company maintains a reasonable process or procedure under which management of the Company is aware of or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002. (c) The Company has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of the Company, there is no reasonable basis for the assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company’s Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005, (ii) which have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the ordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with or made available to FNNI true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system copies of: (i) the audited consolidated financial statements of the Company and the Subsidiaries as of, and for the year ended, December 31, 2000 (the "2000 Financial Statements"); (ii) the Company's Annual Report Reports on Form 10-K, Amendment No. 1 to K filed with the Annual Report Securities and Amendment No. 2 to Exchange Commission (the Annual Report "SEC") for each of the year years ended December 31, 20061998, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 1999 and 2000; (iii) all other reports or registration statements each definitive proxy statement filed by the Company with the SEC since December 31, 2005 1998; (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), the Company Commission Filings constituted all of the documents required to be iv) each final prospectus filed by the Company with the Commission SEC, except any final prospectus relating to a Registration Statement on Form S-8; and (v) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 20051999. The 2000 Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements included in the reports, proxy statements and prospectuses described in clauses (ii) through (v) above (the "Company SEC Reports") (including any related notes and schedules) fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (b) As of their respective dates, such Company’s Commission Filings the Company SEC Reports (as amended or supplementedi) complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial Company has timely filed all reports, registration statements and any unaudited interim financial statements of other filings required to be filed by it with the Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and SEC under the published rules and regulations of the Commission with respect theretoSEC since December 31, and have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and, in the case 1998. None of the quarterly financial statements, as permitted by Form 10-Q under Subsidiaries is subject to the periodic reporting requirements of the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.