Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) The Company has timely filed all reports required to be filed by it with the SEC since January 1, 1997 pursuant to the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if filed after the date hereof, will contain, any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Reports complied in all material respects with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount.

Reports; Financial Statements. (a) The Company has timely filed all reports All material filings required to be filed made by it with and its Subsidiaries since December 31, 1995 under the SEC since January 1Securities Act, 1997 pursuant to the Exchange Act, which reports compliedthe 1935 Act, at the time of filing Power Act and state law applicable to public utilities, and under regulations applicable to public utilities in all material respects the United States, have been made in accordance with applicable the requirements of the Exchange Actrelevant Governmental Entities, (collectivelyexcept for such failures to make filings that are not, individually or in the "Company SEC Reports"). None of the Company SEC Reportsaggregate, reasonably likely to have a Material Adverse Effect, and it has complied as of their respective dates, contained in all material respects with all applicable requirements of appropriate statutes and rules and regulations. It has delivered to the other party each registration statement, report, proxy statement or information statement prepared by it since December 31, 1998 (the "Audit Date"), including (i) its Annual Report on Form 10-K for the year ended December 31, 1998, and (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1999, and June 30, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Reports"). As of their respective dates, (or, if filed after amended, as of the date hereofof such amendment) the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will containnot, contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to . Each of the extent superseded consolidated balance sheets included in or incorporated by a Company SEC Report filed subsequently and prior to reference into the date hereof. (b) The consolidated statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows Reports (including the related notes theretoand schedules) of the Company included in the Company SEC Reports complied presents fairly, or will present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of it and the published rules its Subsidiaries as of its date and Regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared cash flows and changes in conformity with United States generally accepted accounting principles shareholders' equity included in or incorporated by reference into the Reports ("GAAP"including any related notes and schedules) presents fairly, or will present fairly, the results of operations, cash flows and changes in shareholders' equity, as the case may be, of it and its Subsidiaries for the periods set forth therein (exceptsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein), to notes and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that have will not been and are not expected to be material in amountamount or effect), in each case in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") consistently applied during the periods involved, except as may be noted therein.

Reports; Financial Statements. (a) The Company has timely filed all reports reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1Company under the Securities Act - British Columbia, 1997 pursuant to the TSX Venture Exchange, the OTCQB, and the Securities Act and the Exchange ActAct (if applicable) (collectively, which reports complied“Public Reports”), at for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of such time of filing and has filed any such Public Reports prior to the expiration of any such extension. As of their respective dates, the Public Reports complied in all material respects with applicable the requirements of the Securities Act, the Securities Act - British Columbia and the Exchange Act, (collectivelyas applicable, the "Company SEC Reports"). None and none of the Company SEC Public Reports, as of their respective dateswhen filed, contained or, if filed after the date hereof, will contain, any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omitted 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, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) . The consolidated financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Public Reports complied comply in all material respects with applicable accounting requirements and the published rules and Regulations regulations of the SEC Commission, BCSC or TSX Venture Exchange with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in conformity accordance with international financial reporting standards applied on a consistent basis during the periods involved (“IFRS”) and in accordance with United States generally accepted accounting principles ("“GAAP") (except”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS and GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein)to normal, and present fairly the consolidated financial position of the Company as at their respective datesimmaterial, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments audit adjustments. The Company is, and has no reason to believe that have it will not been and are not expected in the foreseeable future continue to be material in amountcompliance with all its reporting requirements under the Securities Act and Exchange Act.

Reports; Financial Statements. (a) The Company Since February 12, 1997, Parent has timely filed all reports forms, reports, statements and other documents required to be filed by it with the SEC since January 1, 1997 pursuant to the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, (collectively, the "Company PARENT SEC ReportsREPORTS"). None of the Company The Parent SEC Reports, including all Parent SEC Reports filed after the date of this Agreement and prior to the Effective Time, were or will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. As of their respective dates, contained or, if filed after the date hereof, will contain, Parent SEC Reports did not contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The Each of the consolidated financial statements of financial position and the related consolidated statements of operations(including, stockholders' equity and cash flows (including the in each case, any related notes thereto) of the Company included contained in the Company Parent SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with, and complied in all material respects with applicable accounting requirements and or will comply as to form with, the published rules and Regulations regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and GAAP applied on a consistent basis consistent with prior throughout the periods involved (except as otherwise noted therein), ) and (ii) fairly present or will fairly present the consolidated financial position of Parent and its Subsidiaries as of the Company as at their respective dates, dates thereof and the consolidated results of its their operations and its their cash flows for the periods presented therein subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments that have not been and are not expected to be material in amountadjustments.

Reports; Financial Statements. (a) The Company It has timely filed all reports required made available to be filed the other party each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996 (the "Audit Date"), including its Annual Report on Form 10-K for the year ended December 31, 1996 in the form (including exhibits, annexes and any amend ments thereto) filed with the SEC since January 1, 1997 pursuant to Securities and Exchange Commission (the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, "SEC") (collectively, including any such reports filed subsequent to the date hereof, its "Company SEC Reports"). None of the Company SEC Reports, as As of their respective dates, contained or, if filed after the date hereof, will contain, its Reports did not contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to . Each of the extent superseded consolidated balance sheets included in or incor porated by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows reference into its Reports (including the related notes theretoand schedules) fairly presents the consolidated financial position of it and its Subsidiaries as of its date and each of the Company consolidated statements of income and of cash flows included in or incorporated by reference into its Reports (including any related notes and schedules) fairly presents the Company SEC Reports complied consolidated results of operations and cash flows of it and its Subsidiaries for the periods set forth therein (subject, in all the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material respects in amount or effect), in each case in accordance with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Since the Audit Date, it and each of its Subsidiaries required to make filings under Utilities Laws has filed with the applicable PUCs or the FCC, as the case may be, all material forms, statements, reports and documents (exceptincluding exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied in all material respects with all applicable laws, rules and regulations, other than such failures to file and non-compliance that are, individually or in the case aggregate, not reasonably likely to have a Material Adverse Effect on it or to prevent, or materially impair its ability to effect, the consummation by it of unaudited statementsthe transactions contem plated by this Agreement or the Stock Option Agreement. To its knowledge, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein)date hereof, and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results no Person or "group" "beneficially owns" 5% or more of its operations outstanding voting securities, with the terms "beneficially owns" and its cash flows for "group" having the periods presented therein subject, in meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amountExchange Act.

Reports; Financial Statements. The Company's Annual Report on Form ----------------------------- 10-KSB for the years ended December 31, 2007 and December 31, 2008 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, and all Current Reports on Form 8-K filed to date (athe "REPORTS") The Company has timely have been filed all reports required to be filed by it with the SEC since January 1, 1997 pursuant to and the Exchange Act, which reports complied, at the time of filing Reports complied in all material respects with applicable requirements the rules of the Exchange Act, (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if filed after applicable to such Reports on the date hereoffiled with the SEC, will and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omitted, or, if filed after the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not materially misleading. The Reports have not been amended, except to the extent superseded by a Company SEC Report filed subsequently and prior to nor as of the date hereof. hereof has the Company filed any report on Form 8-K since January 6, 2010. All of the consolidated financial statements included in the Reports (bthe "COMPANY FINANCIAL STATEMENTS"): (a) The consolidated statements of financial position have been prepared from and on the related consolidated statements of operationsbasis of, stockholders' equity and cash flows (including are in accordance with, the related notes thereto) books and records of the Company included in the Company SEC Reports complied in all material respects and with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods accounting periods; (except as otherwise noted therein), b) fairly and accurately present fairly in all material respects the consolidated financial position condition of the Company as at their respective dates, of the date of each such Company Financial Statement and the consolidated results of its operations and its cash flows for the periods presented therein subject, specified; and (c) in the case of the unaudited interim annual financial statements, are accompanied by the audit opinion of the Company's independent public accountants. Except as set forth in the Company Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2009, or (z) liabilities incurred as a result of this Agreement or which were not required by generally accepted accounting principles to normal year-end adjustments that have be reflected or reserved on the Company Financial Statements. Since September 30, 2009, there has not been any event or change which has or will have a Material Adverse Effect and are not the Company has no knowledge of any event or circumstance that would reasonably be expected to be material result in amountsuch a Material Adverse Effect.

Reports; Financial Statements. The Company’s Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, and all Current Reports on Form 8-K filed to date (athe “Reports”) The Company has timely have been filed all reports required to be filed by it with the SEC since January 1, 1997 pursuant to and the Exchange Act, which reports complied, at the time of filing Reports complied in all material respects with applicable requirements the rules of the Exchange Act, (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if filed after applicable to such Reports on the date hereoffiled with the SEC, will and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omitted, or, if filed after the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not materially misleading. All of the consolidated financial statements included in the Reports (the “Company Financial Statements”): (a) have been prepared from and on the basis of, except to and are in accordance with, the extent superseded by a Company SEC Report filed subsequently books and prior to the date hereof. (b) The consolidated statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) records of the Company included in the Company SEC Reports complied in all material respects and with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods accounting periods; (except as otherwise noted therein), b) fairly and accurately present fairly in all material respects the consolidated financial position condition of the Company as at their respective dates, of the date of each such Company Financial Statement and the consolidated results of its operations and its cash flows for the periods presented therein subject, specified; and (c) in the case of the unaudited interim annual financial statements, to normal year-end adjustments that have are accompanied by the audit opinion of the Company’s independent public accountants. Except as set forth in the Company Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2010, or (z) liabilities incurred as a result of this Agreement or which were not been and are not expected required by generally accepted accounting principles to be material in amountreflected or reserved on the Company Financial Statements.

Reports; Financial Statements. (a) The Company has timely filed all reports required to be filed by it As of the respective dates of their filing with the Commission, the SEC since January 1Reports, 1997 pursuant to the Exchange Act, which reports complied, at the time of filing complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, (collectivelyand the rules and regulations of the Commission promulgated thereunder, except as disclosed in the "Company SEC Reports"). None of Except as disclosed in the Company SEC Reports, as of their respective datesthe SEC Reports did not at the time they were filed with the Commission, contained oror will not at the time they are filed with the Commission, if filed after the date hereof, will contain, contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, 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 are made, not misleading. The Company is not aware of any issues raised by the Commission with respect to any of the SEC Reports, except to other than those disclosed in the extent superseded by a Company SEC Report filed subsequently and prior to the date hereofReports. (b) The Except as disclosed in the SEC Reports, the consolidated financial statements of financial position and the (including, in each case, any related consolidated statements of operations, stockholders' equity and cash flows (including the related schedules or notes thereto) contained in or incorporated by reference in the SEC Reports and any such reports, registration statements and other filings to be filed by the Company with the Commission prior to the Closing Date (the “Financial Statements”) (i) have been or will be prepared in accordance with the published rules and regulations of the Company included Commission and GAAP consistently applied during the periods involved (except as may be indicated in the Company SEC Reports complied notes thereto) and (ii) fairly present or will fairly present in all material respects with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein), and present fairly the consolidated financial position of the Company and its Subsidiaries as at their of the respective dates, dates thereof and the consolidated results of its operations operations, statements of stockholders’ equity and its cash flows for the periods presented therein subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments that have not been and are not expected to be material in amountmay omit footnote disclosure as permitted by regulations of the Commission.

Reports; Financial Statements. (a) The Company TARGET has timely filed all reports forms, reports, statements and other documents required to be filed by it with any other applicable federal or state regulatory authorities, except where the SEC since January 1failure to file any such forms, 1997 pursuant reports, statements or other documents would not have a TARGET Material Adverse Effect (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Reports"). The Reports, including all Reports filed after the date of this Agreement and prior to the Exchange ActEffective Date, which reports complied, at the time of filing (i) were or will be prepared in all material respects in accordance with applicable the requirements of applicable Law, and (ii) did not at the Exchange Acttime they were filed, (collectivelyor will not at the time they are filed, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if filed after the date hereof, will contain, contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, 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, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated Except as disclosed in Section 5.7(b) of the TARGET Disclosure Schedule, the financial statements of financial position and the related consolidated statements of operationswith results through December 31, stockholders' equity and cash flows 2000 (including the any related notes thereto) delivered to ACQUIROR prior to or after the date of the Company included in the Company SEC Reports complied in all material respects with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, this Agreement (i) have been or will be prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistent with prior periods and (except as otherwise noted therein), and ii) fairly present or will fairly present the consolidated financial position of TARGET as of the Company as at their respective dates, dates thereof and the consolidated results of its operations and its cash flows for the periods presented therein subjectindicated (including reasonable estimates of normal and recurring year-end adjustments), in the case of the except that (A) any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments that have and (B) any pro forma financial information contained in such financial statements is not been necessarily indicative of the financial position of TARGET as of the respective dates thereof and are not expected to be material in amountthe results of operations and cash flows for the periods indicated.

Reports; Financial Statements. (a) The Company has timely Since October 1, 1995, Parent and its subsidiaries have filed all reports forms, reports, statements and other documents required to be filed by it with the SEC since January SEC, including, without limitation (1) all Annual Reports on Form 10-K, 1997 pursuant (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to the Exchange Actmeetings of stockholders (whether annual or special), which reports complied, at the time of filing in and (4) all material respects with applicable requirements of the Exchange ActCurrent Reports on Form 8-K, (collectively, the "Company Parent SEC Reports"). None of the Company The Parent SEC Reports, including all Parent SEC Reports filed after the date of this Agreement and prior to the Effective Time were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder applicable to such Parent SEC Reports). As of their respective dates, contained or, if filed after the date hereof, will contain, Parent SEC Reports did not contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The Each of the consolidated financial statements of financial position and the related consolidated statements of operations(including, stockholders' equity and cash flows (including the in each case, any related notes thereto) of the Company included contained in the Company Parent SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with, and complied in all material respects with applicable accounting requirements and or will comply as to form with, the published rules and Regulations regulations of the SEC with respect thereto, have been prepared in conformity with United States and generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistent with prior throughout the periods involved (except as otherwise noted therein), ) and (ii) fairly present or will fairly present the consolidated financial position of Parent and its subsidiaries as of the Company as at their respective dates, dates thereof and the consolidated results of its their operations and its their cash flows for the periods presented therein subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to normal and recurring year-end adjustments that have not been and are not expected to be material in amountadjustments.

Reports; Financial Statements. (a) The Company It has timely filed all reports required made available to be filed the other party each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996 as to the Company and since March 28, 1997 as to Keystone (the "Audit Date"), including its Annual Report on Form 10-K for the year ended December 31, 1996 for the Company and for the year ended March 28, 1997 for Keystone in the form (including exhibits, annexes and any amendments thereto) filed with the SEC since January 1, 1997 pursuant to Securities and Exchange Commission (the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, "SEC") (collectively, including any such reports filed subsequent to the date hereof, its "Company SEC Reports"). None of the Company SEC Reports, as As of their respective dates, contained or, if filed after the date hereof, will contain, its Reports did not contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to . Each of the extent superseded consolidated balance sheets included in or incorporated by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows reference into its Reports (including the related notes theretoand schedules) fairly presents the consolidated financial position of it and its Subsidiaries as of its date and each of the Company consolidated statements of income and of cash flows included in or incorporated by reference into its Reports (including any related notes and schedules) fairly presents the Company SEC Reports complied consolidated results of operations and cash flows of it and its Subsidiaries for the periods set forth therein (subject, in all the case of unaudited statements, to notes and year-end audit adjustments that will not be material respects in amount or effect), in each case in accordance with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles ("GAAP") (exceptconsistently applied during the periods involved, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise may be noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount.

Reports; Financial Statements. (a) The Since December 31, 1998, Company has filed on a timely filed basis all reports forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January 1, 1997 pursuant (collectively referred to the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, (collectively, as the "Company SEC Reports"). None As of the time each of the Company SEC Reports, as of their respective dates, contained Reports was filed with the SEC (or, if amended or superseded by a later filed after Company SEC Report, then on the date hereofof such filing), will containthe Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not (except with respect to the subject matter of any exhibits thereto, as to which no representation is made) (A) contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a material fact required to be stated therein therein, or (B) omit to state a material fact that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Company included contained in the Company SEC Reports (i) complied in all material respects respects, as of the time of their filing with applicable accounting requirements and the SEC (or, if amended or superceded by a later filed Company SEC Report, then on the date of such filing), with the published rules and Regulations regulations of the SEC with respect theretoSEC, have been (ii) were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistent with prior throughout the periods involved (except as otherwise noted therein)(A) to the extent required by changes in generally accepted accounting principles, and (B) as may be indicated in the notes thereto) and (iii) fairly present fairly in all material respects the consolidated financial position of Company and its subsidiaries as of the Company as at their respective dates, dates thereof and the consolidated results of its operations and its cash flows for the periods presented therein indicated (subject, in the case of the unaudited interim consolidated financial statements, to normal year-end adjustments audit adjustments), except that have not been and any pro forma financial statements contained in such consolidated financial statements are not expected to be material in amountnecessarily indicative of the consolidated financial position of Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated.

Reports; Financial Statements. (a) The Except as set forth on Schedule 5.4, since January 1, 2004, the Company has timely filed all reports reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by it with the SEC since January 1, 1997 pursuant to the Exchange Act, which reports complied, at the time of filing in all material respects with applicable requirements of the Exchange Act, Company (collectivelysuch documents, the "“Company SEC Reports"Documents”). None of the Company SEC ReportsExcept as set forth on Schedule 5.4, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, (the Exchange Act”) as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and, as of their respective dates, none of the Company SEC Documents contained or, if filed after the date hereof, will contain, any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth on Schedule 5.4, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and Regulations regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis consistent with prior during the periods involved (except as otherwise noted therein), may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at their respective dates, of the dates thereof and the consolidated results of its their operations and its cash flows for the periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been audit adjustments). (b) The December Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the period involved (except as indicated in the notes thereto) and are not expected present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries as of December 31, 2004 and the consolidated results of their operations and cash flows for the period then ended (subject to be material in amountnormal year-end audit adjustments).

Reports; Financial Statements. (ai) The Company Other than as set forth on Schedule 4.1(d)(i), since May 19, 2003, WSC has timely filed all reports reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that were required to be filed by it with the SEC since January 1, 1997 pursuant to under the Securities Act or the Exchange ActAct (all such reports and statements are, which reports compliedcollectively, at the time "WSC REPORTS"). As of filing their respective dates, the WSC Reports complied in all material respects with applicable requirements all of the Exchange Act, (collectively, statutes and published rules and regulations enforced or promulgated by the "Company SEC Reports"). None and did not as of the Company SEC Reports, as date of their respective dates, contained filing thereof (or, if filed after amended or superseded by a filing prior to the date hereofof this Agreement, will contain, then on the date of such filing) with the SEC contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof.; and (bii) The consolidated Each of the financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes theretonotes) of the Company included in the Company SEC WSC Reports complied presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the published rules consolidated results of operations and Regulations cash flows of Sellers as of the SEC with respect theretorespective dates or for the respective periods set forth therein, have been prepared all in conformity with United States generally accepted accounting principles ("GAAP") (except, in GAAP consistently applied during the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (involved except as otherwise noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of the WSC Reports, as of their respective dates (and as of the date of any amendment to the respective WSC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Reports; Financial Statements. (a) The Company Since January 1, 1999, Timken has timely filed all reports reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that were required to be filed by it with the SEC since January 1, 1997 pursuant to under the Securities Act or the Exchange ActAct (all such reports and statements are collectively referred to herein as the "REPORTS"). As of their respective dates, which reports complied, at the time of filing Reports complied in all material respects with applicable requirements all of the Exchange Act, (collectively, statutes and published rules and regulations enforced or promulgated by the "Company SEC Reports"). None and did not as of the Company SEC Reports, as date of their respective dates, contained filing thereof (or, if filed after amended or superseded by a filing prior to the date hereofof this Agreement, will contain, then on the date of such filing) with the SEC contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated Each of the financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes theretonotes) of the Company included in the Company SEC Reports complied presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the published rules consolidated results of operations and Regulations cash flows of Timken and its subsidiaries as of the SEC with respect theretorespective dates or for the respective periods set forth therein, have been prepared all in conformity with United States generally accepted accounting principles ("GAAP") (except, in GAAP consistently applied during the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (involved except as otherwise noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Reports, as of their respective dates (and as of the date of any amendment to the respective Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports; Financial Statements. (a) The Company has timely Central Utah and each Central Utah Subsidiary have filed all forms, reports and documents required to be filed by it with the SEC since January 1PSCU and FCC, 1997 pursuant and as of the date of this Agreement Central Utah has delivered to Purchaser copies of its Annual Report to the Exchange ActPSCU for the years ended December 31, which reports complied1997, 1998 and 1999 (the "Central Utah Reports"). The Central Utah Reports, including all Central Utah Reports filed after the date of this Agreement and prior to or at the time of filing Closing Time, (i) were or will be prepared in all material respects in accordance with applicable the requirements of applicable Law and (ii) did not at the Exchange Acttime they were filed, (collectivelyor will not at the time they are filed, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if filed after the date hereof, will contain, contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, 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, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) Central Utah has heretofore furnished Purchaser with the audited and unaudited financial statements for the periods and as of the period endings listed as Item 2.7 (b) of Sellers Disclosure Statement (the "Financial Statements"). The consolidated statements of financial position Financial Statements (and the related consolidated financial statements of operations("Section 4.1(i) Financial Statements") to be furnished Purchaser pursuant to Section 4.1(i) hereof), stockholders' equity and cash flows (including the related notes footnotes thereto) of the Company included in the Company SEC Reports complied in all material respects with applicable accounting requirements , and the published rules and Regulations of the SEC with respect theretoexcept as indicated therein, have been prepared in conformity accordance with United States generally accepted accounting principles consistently applied ("GAAP") and the uniform system of accounts of the Federal Communications Commission as set forth in 47. C.F.R. Part 32 and fairly present in all material respects the financial condition and results of the operations of entities included therein and the changes in their financial position at such dates and for such periods; provided however, that the Section 4.1(i) Financial Statements shall be subject to normal year end adjustments. The term "Balance Sheet" shall mean, as the context requires, either or both of (excepti) the balance sheets of Central Utah (and its consolidated subsidiaries) as of [December 31, 1999], and (ii) the balance sheets of Central Utah (and its consolidated subsidiaries) to be included in the case of unaudited statements, as permitted by Form 10-Q of the SECSection 4.1(i) applied on a basis consistent with prior periods (except as otherwise noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amountFinancial Statements.

Reports; Financial Statements. (ai) The Company has timely Seller and each Seller Subsidiary have filed all forms, reports and documents required to be filed by it with the SEC since January 1Federal Reserve Board, 1997 pursuant the FDIC, the OCC, the IDFPR and any other applicable federal or state securities or banking authorities (all such reports and statements are collectively referred to as the Exchange Act“Seller Reports”). The Seller Reports (i) were prepared in accordance with the requirements of applicable Law, which reports complied, and (ii) did not at the time of filing in all material respects with applicable requirements of the Exchange Actthey were filed, (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained or, if after giving effect to any amendment thereto filed after prior to the date hereof, will contain, contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, 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, except to the extent superseded by that information as of a Company SEC Report filed subsequently and prior to later date (but before the date hereofof this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated statements Each of financial position and the related consolidated statements of operationsSeller Financial Statements (including, stockholders' equity and cash flows (including the if applicable, any related notes thereto) of the Company included in the Company SEC Reports complied in all material respects with applicable accounting requirements and the published rules and Regulations of the SEC with respect thereto, have has been prepared in conformity accordance with United States generally accepted accounting principles ("“GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC”) applied on a consistent basis consistent with prior throughout the periods involved (except as otherwise noted therein), may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and present each fairly presents in all material respects the consolidated financial position of the Company Seller and the Seller Subsidiaries as at their of the respective dates, dates thereof and the consolidated results of its their operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount.cash

Reports; Financial Statements. (a) The Company has timely filed all reports as required by law or regulation to be filed file (the foregoing materials, including the exhibits thereto and documents incorporated by it with reference therein, being collectively referred to herein as the SEC since January 1, 1997 pursuant to the Exchange Act, which reports complied, at the “Company Reports”) on a timely basis or has received a valid extension of such time of filing in all material respects with applicable requirements and has filed any such Reports prior to the expiration of the Exchange Act, (collectively, the "Company SEC Reports")any such extension. None of If the Company SEC Reports, is not under any legal or regulatory obligaton to file reports then Company Reports shall include all information and materials delivered to DSS by the Company as part of DSS’s due diligence review. As of their respective dates, the Company Reports complied in all material respects and none of the Company Reports, when filed, contained or, if filed after the date hereof, will contain, any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omitted 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, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) . The consolidated financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Reports complied comply in all material respects with applicable accounting requirements and at the published rules and Regulations time of the SEC with respect thereto, filing. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") (exceptIFRS applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (except as otherwise noted therein)to normal, and present fairly the consolidated financial position of the Company as at their respective datesimmaterial, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amountaudit adjustments.

Reports; Financial Statements. (a) The Company Since January 1, 1999, Timken has timely filed all reports reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that were required to be filed by it with the SEC since January 1, 1997 pursuant to under the Securities Act or the Exchange ActAct (all such reports and statements are collectively referred to herein as the "Reports"). As of their respective dates, which reports complied, at the time of filing Reports complied in all material respects with applicable requirements all of the Exchange Act, (collectively, statutes and published rules and regulations enforced or promulgated by the "Company SEC Reports"). None and did not as of the Company SEC Reports, as date of their respective dates, contained filing thereof (or, if filed after amended or superseded by a filing prior to the date hereofof this Agreement, will contain, then on the date of such filing) with the SEC contain any untrue statement of a material fact or omitted, or, if filed after the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by a Company SEC Report filed subsequently and prior to the date hereof. (b) The consolidated Each of the financial statements of financial position and the related consolidated statements of operations, stockholders' equity and cash flows (including the related notes theretonotes) of the Company included in the Company SEC Reports complied presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the published rules consolidated results of operations and Regulations cash flows of Timken and its subsidiaries as of the SEC with respect theretorespective dates or for the respective periods set forth therein, have been prepared all in conformity with United States generally accepted accounting principles ("GAAP") (except, in GAAP consistently applied during the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent with prior periods (involved except as otherwise noted therein), and present fairly the consolidated financial position of the Company as at their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Reports, as of their respective dates (and as of the date of any amendment to the respective Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.