Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, all forms, reports, schedules, prospectuses, circulars, statements and other documents (together with any amendments thereto) filed by it with any of the Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company Documents”), at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2002, reports, schedules, prospectuses, circulars, statements Molson and other documents (together its Subsidiary Molson Canada have filed with any amendments thereto) filed by it with any of the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, including any schedules included thereinannual information forms, material change reports and management proxy circulars required to be filed by Molson and Molson Canada under applicable Securities Laws (collectively, the "Molson Documents"). The Molson Documents are referred to as the “Company publicly and freely available on xxx.xxxxx.xxx. The Molson Documents”), at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) complied in all material respects with the requirements of applicable Securities Laws and did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct (Ontario), did not at the time they were filed contain ) or 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company Molson has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None Other than Molson Canada, none of Company’s Molson's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, Regulatory Authorities or the SEC, TSX or NasdaqTSX. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company(including in each case, including the any related notes thereto, included ) contained in the Company Molson Documents (the “Company "Molson Financial Statements”") complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental AuthoritiesEntities, the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada ("Canadian GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Molson Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company Molson and its Subsidiaries at as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of footnotes notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company Molson and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company Molson and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Molson Financial Statements. The Company Molson has devised (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Molson and its Subsidiaries is made known to management of Molson by others within those entities, and (ii) designed and maintains a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s 's general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company Molson and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have . The management of Molson has disclosed, based on their its most recent evaluation, to the Company’s Molson's auditors and the audit committee of the Company’s Board Molson's board of Directors directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the Company’s Molson's ability to record, process, summarize and report financial information data and have identified for Molson's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Molson's internal controls over financial reporting, and the Company has provided to Parent copies controls. A summary of any written materials relating such disclosure made by management to the foregoing Molson's auditors and disclosed the foregoing in audit committee is set forth on Section 2.07 3.7(c) of the Molson Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.3.8

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, all All forms, reports, schedules, prospectuses, circulars, statements and other documents (together with any amendments thereto) filed by it with any of the Canadian Securities Authorities, the SEC, TSX SEC and Nasdaq AMEX since December January 31, 2003 2007 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “"Company Documents”"), at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s 's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SECSEC or AMEX. As of the date hereof, TSX there are no outstanding or Nasdaqunresolved comments in comment letters from the SEC or the Canadian Securities Authorities with respect to any of the Company Documents. To the Company's Knowledge, as of the date hereof, none of the Company Documents is the subject of an ongoing review by either the SEC or the Canadian Securities Authorities, outstanding comment by either the SEC or the Canadian Securities Authorities or outstanding investigation by either the SEC or the Canadian Securities Authorities. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in the Company Documents (the “"Company Financial Statements”") (i) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX SEC and Nasdaq AMEX with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeoverii) have been prepared are in accordance with generally accepted accounting principles of Canada the U.S. ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December January 31, 20032004, there has been no change in Company’s 's accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure ScheduleStatements. (c) The Since January 31, 2007, the books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s 's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July January 31, 20022007, the Company’s 's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s 's auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure ScheduleLetter. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is made known recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s 's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being preparedwith respect to such reports; and such disclosure controls and procedures are effective in alerting the Company’s 's principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s 's periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act. (f) The Company does not carry on an operating business where (i) the aggregate value of the assets in Canada, determined as of such time and in such manner as may be prescribed for purposes of Part IX of the Competition Act and regulations thereunder, that are owned by the Company or corporations controlled by the Company, other than assets that are shares of any of those corporations, would exceed Cdn. $70,000,000, or (ii) the gross revenues from sales in or from Canada determined for such annual period and in such manner as may be prescribed for purposes of Part IX of the Competition Act and regulations thereunder, generated from the assets referred to in subparagraph (i) would exceed Cdn. $70,000,000.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, Crosshair and its Subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with any amendments theretoi) filed by it with any of the Canadian Securities Authoritiessecurities regulatory authorities (collectively, the SEC“Crosshair SRA Reports”), TSX (ii) any other applicable federal, state, provincial or territorial securities authority, and Nasdaq since December 31(iii) any other Governmental Entity, 2003 and except with respect to clause (iii) of this Section 4.4(a) where the failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect on Crosshair (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company Crosshair Documents”), . The Crosshair Documents at the time filed (did not contain any Misrepresentation and if amended complied in all material respects with the requirements of applicable Laws. Crosshair has not filed any confidential material change report with any Canadian securities authority or superseded by a filing prior to regulator or any stock exchange that at the date of this Agreement thenremains confidential. (b) The audited consolidated financial statements of Crosshair for the year ended April 30, on 2008, together with the date auditors’ report thereon and the notes thereto, and the unaudited interim consolidated financial statements of such filing)Crosshair for the six months ended October 31, 2008 and the notes thereto contained in the Crosshair SRA Reports (i) did not contain any misrepresentation of have been prepared in accordance with Canadian generally accepted accounting principles applied on a material fact (as defined in applicable Securities Laws)consistent basis during the periods involved, did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities securities Laws. The Company has not filed any confidential material change report , (iii) are in accordance with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as books and records of Crosshair; (iv) contain and reflect all necessary adjustments for fair presentation of the date hereof remains confidential. None results of Company’s Subsidiaries is required to file any reports or other documents with any operations and the financial condition of the Canadian Securities Authoritiesbusiness of Crosshair for the periods covered thereby, the SEC(v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, TSX or Nasdaq. (b) The annual audited consolidated financial statements expenses and the quarterly unaudited consolidated financial statements losses of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective datesCrosshair, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeovervi) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Company Crosshair and its Subsidiaries at as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and the absence none of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilitieswhich will be material, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described individually or in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduleaggregate. (c) The books and records of the Company and Crosshair does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of latest publicly-disclosed consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiariesstatements. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (ai) Except as set forth in Section 2.07 of The Company has filed with the Disclosure Schedule, SEC all forms, reports, schedules, prospectuses, circulars, forms statements and other documents (together with any amendments thereto) required to be filed or furnished by it with any of the Canadian Securities AuthoritiesSEC under the Exchange Act (collectively, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company DocumentsReports”)) since October 31, at the time filed (and 2023. As of its respective date, and, if amended or superseded by a filing prior to amended, as of the date of this Agreement thenthe last such amendment, on each Company Report complied in all material respects as to form with the applicable requirements of the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such filing)amendment, (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed contain no Company Report 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 made therein, in the light of the circumstances in which they were made, not misleading. (ii) As of the time it was filed, each of the reports, schedules, forms, statements and any other disclosure documents (including exhibits and other information incorporated therein) filed by the Company with the OSC since October 31, 2023 (the “Canadian Company Reports”) that are available to the public on SEDAR+ complied in all material respects with the applicable requirements of Ontario securities laws and the respective regulations made thereunder (“Ontario Securities Legislation”), and none of the Canadian Company Reports contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with misleading, except to the requirements of applicable Securities Lawsextent any such Canadian Company Report is superseded by a subsequent Canadian Company Report. The Company has not filed any confidential material change report or other confidential report with the Canadian Securities AuthoritiesOSC which at March 11, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof 2024 remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (biii) The annual audited Each of the consolidated financial statements balance sheets and the quarterly unaudited related consolidated financial statements of Companyoperations, including the notes thereto, shareholders’ equity (deficit) and cash flows included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and Reports filed with the published rules SEC under the Exchange Act and regulations of applicable Governmental Authorities, in the Canadian Securities Authorities, Company Reports filed with the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) SEC have been prepared from, and are in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respectswith, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company and its Subsidiaries, fairly present in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail respects the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets position of the Company and its SubsidiariesSubsidiaries as of the dates shown and the results of the consolidated income and comprehensive income, changes in equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods set forth therein, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, have been prepared in accordance with IFRS (or U.S. GAAP, as applicable) consistently applied during the periods involved, and, except in the case of unaudited financial statements for the absence of footnote disclosure, otherwise comply in all material respects with the requirements of the SEC and the OSC, as applicable. (div) Since July October 31, 20022022, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (eA) The Company does not hold assets located and its Subsidiaries have conducted their respective businesses in all material respects in the United States (other than investment assets, voting or nonvoting securities ordinary course of another personbusiness, and assets included pursuant (B) no events, changes or developments have occurred that, individually or in the aggregate, have had or would reasonably be expected to Section 801.40(d)(2) of the HSR Act) having have a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR ActMaterial Adverse Effect.

Reports; Financial Statements. (ai) Except as set forth in Section 2.07 of The Company has filed with the Disclosure Schedule, SEC all forms, reports, schedules, prospectuses, circulars, forms statements and other documents (together with any amendments thereto) required to be filed or furnished by it with any of the Canadian Securities AuthoritiesSEC under the Exchange Act (collectively, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company DocumentsReports”)) since October 31, at the time filed (and 2023. As of its respective date, and, if amended or superseded by a filing prior to amended, as of the date of this Agreement thenthe last such amendment, on each Company Report complied in all material respects as to form with the applicable requirements of the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such filing)amendment, (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed contain no Company Report 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 made therein, in the light of the circumstances in which they were made, not misleading. (ii) As of the time it was filed, each of the reports, schedules, forms, statements and any other disclosure documents (including exhibits and other information incorporated therein) filed by the Company with the OSC since October 31, 2023 (the “Canadian Company Reports”) that are available to the public on SEDAR+ complied in all material respects with the applicable requirements of Ontario securities laws and the respective regulations made thereunder (“Ontario Securities Legislation”), and none of the Canadian Company Reports contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with misleading, except to the requirements of applicable Securities Lawsextent any such Canadian Company Report is superseded by a subsequent Canadian Company Report. The Company has not filed any confidential material change report or other confidential report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority OSC which as of at the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (biii) The annual audited Each of the consolidated financial statements balance sheets and the quarterly unaudited related consolidated financial statements of Companyoperations, including the notes thereto, shareholders’ equity (deficit) and cash flows included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and Reports filed with the published rules SEC under the Exchange Act and regulations of applicable Governmental Authorities, in the Canadian Securities Authorities, Company Reports filed with the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) SEC have been prepared from, and are in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respectswith, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company and its Subsidiaries, fairly present in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail respects the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets position of the Company and its SubsidiariesSubsidiaries as of the dates shown and the results of the consolidated income and comprehensive income, changes in equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods set forth therein, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, have been prepared in accordance with IFRS (or U.S. GAAP, as applicable) consistently applied during the periods involved, and, except in the case of unaudited financial statements for the absence of footnote disclosure, otherwise comply in all material respects with the requirements of the SEC and the OSC, as applicable. (div) Since July October 31, 20022022, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (eA) The Company does not hold assets located and its Subsidiaries have conducted their respective businesses in all material respects in the United States (other than investment assets, voting or nonvoting securities ordinary course of another personbusiness, and assets included pursuant (B) no events, changes or developments have occurred that, individually or in the aggregate, have had or would reasonably be expected to Section 801.40(d)(2) of the HSR Act) having have a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR ActMaterial Adverse Effect.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2003, reports, schedules, prospectuses, circulars, statements and other documents (together SCI has filed with any amendments thereto) filed by it with any of the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, including any schedules included thereinannual information forms, are referred material change reports and management proxy circulars required to as be filed by SCI under applicable Securities Laws (collectively, the “Company Documents”). The Documents are publicly and freely available on wxx.xxxxx.xxx. The Documents, at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities LawsLaws and did not contain any Misrepresentation as at the respective dates of such filed Documents. The Company SCI has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries Sxxxxxx Canada is not required to file any reports or other documents with any of the Canadian Securities Authorities, Regulatory Authorities or the SEC, TSX or NasdaqTSX. (b) The annual audited consolidated financial statements of SCI as at, and for the financial year ended, December 31, 2005, and the quarterly unaudited consolidated financial statements of Companyas at, and for the six-months ended June 30, 2006 (including the in each case, any related notes thereto, included ) contained in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company SCI and its Subsidiaries at Sxxxxxx Canada as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments consistently applied and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described provided that such unaudited interim financial statements may omit notes which are not required in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduleunaudited financial statements). (c) The books and records of the Company SCI and its SubsidiariesSxxxxxx Canada, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company SCI and its Subsidiaries Sxxxxxx Canada and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised SCI and maintains Sxxxxxx Canada have designed and maintained disclosure controls and procedures to ensure that material information relating to SCI and Sxxxxxx Canada is made known to management of SCI and Sxxxxxx Canada by others within those entities, and designed and maintain a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company SCI and its Subsidiaries. (d) Since July 31, 2002, the CompanySxxxxxx Canada. The management of SCI and Sxxxxxx Canada have disclosed to SCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the CompanySxxxxxx Canada’s auditors and the audit committee of the Company’s Board of Directors (i) Sxxxxxx Canada all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the CompanySCI’s or Sxxxxxx Canada’s ability to record, process, summarize and report financial information data and (ii) have identified for SCI’s or Sxxxxxx Canada’s auditors any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySCI’s or Sxxxxxx Canada’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedulecontrols. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company Management has not made aggregate sales in or into any such disclosure to SCI’s and Sxxxxxx Canada’s auditors and the United States audit committee of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR ActSxxxxxx Canada.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, 2002, Terasen and its subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with any amendments theretoi) filed by it with any of the Canadian Securities Authoritiessecurities regulatory authorities (collectively, the SEC"Terasen SRA Reports"), TSX (ii) any other applicable federal, state, provincial or territorial securities authority, and Nasdaq since December 31(iii) any other Governmental Entity, 2003 and except with respect to clause (iii) of this Section 3.8(a) where the failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect on Terasen (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company "Terasen Documents”"), . The Terasen Documents at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (ix) did not contain any misrepresentation of a material fact Misrepresentation, (as defined in applicable Securities Laws), y) did not at the time they were filed 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, contained therein not misleading in light of the circumstances under which they were mademade and (z) complied in all material respects with the requirements of applicable Laws. Terasen has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The consolidated financial statements (including, not misleading and in each case, any related notes thereto) contained in any Terasen SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable Securities securities Laws. The Company has not filed any confidential material change report , (iii) are in accordance with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as books and records of Terasen; (iv) contain and reflect all necessary adjustments for fair presentation of the date hereof remains confidential. None results of Company’s Subsidiaries is required to file any reports or other documents with any operations and the financial condition of the Canadian Securities Authoritiesbusiness of Terasen for the periods covered thereby, the SEC(v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, TSX or Nasdaq. (b) The annual audited consolidated financial statements expenses and the quarterly unaudited consolidated financial statements losses of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective datesTerasen, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeovervi) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Company Terasen and its Subsidiaries at subsidiaries as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and none of which will be material, individually or in the absence aggregate. (c) From January 1, 2002 to the date of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003this Agreement, there has been no change by Terasen or its subsidiaries in Company’s their accounting policies, methods, practices or principles that are material to Terasen's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the Company Financial Statements or except as set forth in Section 2.07 date of the Disclosure Schedulethis Agreement. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of Since January 1, 2004, the Disclosure Schedule, Company and its subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with any amendments theretoi) filed by it with any Canadian and United States securities regulatory authorities, collectively as disclosed in Section 3.8(a) of the Canadian Securities AuthoritiesDisclosure Letter (collectively, the SEC“SRA Reports”), TSX (ii) any other applicable federal, state, provincial or territorial securities authority, and Nasdaq since December 31(iii) any other Governmental Entity, 2003 and except in each case where the failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect on the Company (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company Documents”), . The Documents at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (ix) did not contain any misrepresentation of a material fact Misrepresentation, (as defined in applicable Securities Laws), y) did not at the time they were filed 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, contained therein not misleading in light of the circumstances under which they were mademade and (z) complied in all material respects with the requirements of applicable Laws. The Company has not filed any confidential material change report with any Canadian securities regulatory authority or any stock exchange that at the date of this Agreement remains confidential. (b) The consolidated financial statements (including, not misleading and in each case, any related notes thereto) contained in any SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable Securities securities Laws. The Company has not filed any confidential material change report , (iii) are in accordance with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as books and records of the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any ; (iv) contain and reflect all necessary adjustments for fair presentation of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements results of operations and the quarterly unaudited consolidated financial statements condition of Company, including the notes thereto, included in business of the Company Documents for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective datesCompany, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeovervi) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries at subsidiaries as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and none of which shall be material, individually or in the absence aggregate. (c) From January 1, 2004 to the date of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003this Agreement, there has been no change by the Company or its subsidiaries in Company’s their accounting policies, methods, practices or principles that are material to the consolidated financial statements of the Company, except as described in the notes thereto with respect to periods ending prior to the Company Financial Statements or except as set forth in Section 2.07 date of the Disclosure Schedulethis Agreement. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, Continental and its Subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with any amendments theretoi) filed by it with any of the Canadian Securities Authoritiessecurities regulatory authorities (collectively, the SEC“Continental SRA Reports”), TSX (ii) any other applicable federal, state, provincial or territorial securities authority, and Nasdaq since December 31(iii) any other Governmental Entity, 2003 and except with respect to clause (iii) of this Section 3.8(a) where the failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company Continental Documents”), . The Continental Documents at the time filed (x) did not contain any Misrepresentation and if amended (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority or superseded by a filing prior to regulator or any stock exchange that at the date of this Agreement thenremains confidential. (b) The consolidated financial statements (including, on the date of such filing)in each case, any related notes thereto) contained in any Continental SRA Reports (i) did not contain any misrepresentation have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a material fact (as defined in applicable Securities Lawscomplete set of notes), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities securities Laws. The Company has not filed any confidential material change report , (iii) are in accordance with the Canadian Securities Authoritiesbooks and records of Continental, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as (iv) contain and reflect all necessary adjustments for fair presentation of the date hereof remains confidential. None results of Company’s Subsidiaries is required to file any reports or other documents with any operations and the financial condition of the Canadian Securities Authoritiesbusiness of Continental for the periods covered thereby, the SEC(v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, TSX or Nasdaq. (b) The annual audited consolidated financial statements expenses and the quarterly unaudited consolidated financial statements losses of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective datesContinental, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeovervi) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Company Continental and its Subsidiaries at as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and none of which will be material, individually or in the absence of footnotes theretoaggregate. (c) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there There has been no change by Continental or its Subsidiaries in Company’s their accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the Company Financial Statements or except as set forth in Section 2.07 date of the Disclosure Schedulethis Agreement. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of disclosed on Schedule 3.1(h), the Disclosure Schedule, Company has filed all forms, reports, schedules, prospectuses, circularsforms, statements and other documents (together with any amendments thereto) required to be filed or furnished by it with any of the Canadian Company under the Securities AuthoritiesAct – Ontario, the SECSecurities Act and the Exchange Act (if applicable) or by the TSX Venture Exchange (collectively, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company DocumentsPublic 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 (and if amended or superseded by a filing any such Public Reports prior to the date expiration of this Agreement thenany such extension. As of their respective dates, on the date Public Reports complied in all material respects with the requirements of such filing)the Securities Act, (i) did not contain any misrepresentation the Securities Act – Ontario and/or the Exchange Act, as applicable, and none of a material fact (as defined in applicable Securities Laws)the Public Reports, did not at the time they were filed contain when filed, contained any untrue statement of a material fact or 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 and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, Company included in the Company Documents (the “Company Financial Statements”) complied as to form Public Reports comply in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authoritiesthe Commission, the Canadian Securities Authorities, OSC or the SEC, TSX and Nasdaq Venture Exchange (as applicable) with respect thereto as in effect at the time of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) filing. Such financial statements have been prepared in accordance with generally accepted accounting principles of Canada international financial reporting standards applied on a consistent basis consistent throughout during the periods indicated and consistent with each other involved (“IFRS”), except as may be indicated otherwise specified in such financial statements or the notes thereto) (“Canadian GAAP”) thereto and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada unaudited financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31may not contain all footnotes required by IFRS, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements and fairly present fairly, in all material respects, respects the financial position of the Company and its consolidated financial position, Subsidiaries as of and for the dates thereof and the results of operations and cash flows of Company and its Subsidiaries at the dates and during for the periods indicated therein (presented, subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduleaudit adjustments. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 Company has furnished or made available to Parent true and complete copies of the Disclosure Schedule, all forms, reports, schedules, prospectuses, circulars, statements and other documents (together with any amendments thereto) filed by it with any of the Canadian Securities Regulatory Authorities, the SECNasdaq, TSX TSE and Nasdaq SEC since December March 31, 2003 2001, and, prior to the Effective Time, Company will have furnished or made available to Parent true and complete copies of any correspondence related thereto additional documents filed with any of the Canadian Securities Regulatory Authorities, Nasdaq, TSE and SEC by Company prior to the Effective Time (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “"COMPANY DOCUMENTS"). Company Documents”), at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, then on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which that as of the date hereof remains confidential. None of Company’s 's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, the Nasdaq, TSE and SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”"COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authoritiesrespects, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to i) in the case of Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been Documents containing financial statements prepared in accordance with Canadian generally accepted accounting principles of Canada ("CANADIAN GAAP"), with Canadian GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”thereto and except that unaudited statements do not contain footnotes as permitted under applicable rules) and with the published rules and regulations of the Canadian Securities Regulatory Authorities and the TSE and (with respect to the Company Financial Statements contained in documents filed ii) in the United States) case of Company Documents containing financial statements prepared in accordance with United States generally accepted accounting principles of the U.S. ("US GAAP"), with US GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes theretothereto and except that unaudited statements do not contain footnotes as permitted under applicable rules) (“US GAAP”) (it being acknowledged and agreed that with the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning published rules and regulations of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”))applicable Governmental Entities. The Company Financial Statements present fairly, in all material respects, in accordance with US GAAP or Canadian GAAP, as applicable, the consolidated financial position, results of operations and cash flows of Company and Company, its Subsidiaries and all entities substantially controlled by Company at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December March 31, 20032001, there has been no material change in Company’s 's accounting policies, except as described in the notes to the Company Financial Statements or except as set forth required by concurrent changes in Section 2.07 of the Disclosure Schedulegenerally accepted accounting principles. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s 's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian US GAAP and US GAAP Canadian GAAP, as applicable, and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, Continental and its Subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with any amendments theretoi) filed by it with any of the Canadian Securities Authoritiessecurities regulatory authorities (collectively, the SEC"Continental SRA Reports"), TSX (ii) any other applicable federal, state, provincial or territorial securities authority, and Nasdaq since December 31(iii) any other Governmental Entity, 2003 and except with respect to clause (iii) of this Section 3.8(a) where the failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company "Continental Documents”"), . The Continental Documents at the time filed (x) did not contain any Misrepresentation and if amended (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority or superseded by a filing prior to regulator or any stock exchange that at the date of this Agreement thenremains confidential. (b) The consolidated financial statements (including, on the date of such filing)in each case, any related notes thereto) contained in any Continental SRA Reports (i) did not contain any misrepresentation have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a material fact (as defined in applicable Securities Lawscomplete set of notes), did not at the time they were filed 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities securities Laws. The Company has not filed any confidential material change report , (iii) are in accordance with the Canadian Securities Authoritiesbooks and records of Continental, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as (iv) contain and reflect all necessary adjustments for fair presentation of the date hereof remains confidential. None results of Company’s Subsidiaries is required to file any reports or other documents with any operations and the financial condition of the Canadian Securities Authoritiesbusiness of Continental for the periods covered thereby, the SEC(v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, TSX or Nasdaq. (b) The annual audited consolidated financial statements expenses and the quarterly unaudited consolidated financial statements losses of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective datesContinental, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeovervi) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Company Continental and its Subsidiaries at as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and none of which will be material, individually or in the absence of footnotes theretoaggregate. (c) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there There has been no change by Continental or its Subsidiaries in Company’s their accounting policies, methods, practices or principles that are material to Continental's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the Company Financial Statements or except as set forth in Section 2.07 date of the Disclosure Schedulethis Agreement. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, 1998, Westcoast and its subsidiaries have timely filed all forms, reports, schedules, prospectuses, circulars, statements and other documents required to be filed with (together with i) Canadian securities regulatory authorities (collectively the "Westcoast SRA Reports"), (ii) the SEC under the Exchange Act or the 1933 Act (collectively the "Westcoast SEC Reports"), (iii) any amendments theretoother applicable state, provincial or territorial securities authority, and (iv) filed by it with any of other Governmental Entity, except in each case where the Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and failure to file any correspondence related thereto (such forms, reports, schedules, prospectusesstatements or other documents would not have a Material Adverse Effect on Westcoast (all such forms, circularsreports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, documents are collectively referred to as the “Company "Westcoast Documents”"), . The Westcoast Documents at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (ix) did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct), (y) did not at the time they were filed 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, contained therein not misleading in light of the circumstances under which they were made, not misleading made and (iiz) complied in all material respects with the requirements of applicable Securities LawsLaws (including, with respect to the Westcoast SEC Reports, the 1933 Act, the Exchange Act and the rules and regulations thereunder). The Company Westcoast has not filed any confidential material change report with the Canadian Securities Authorities, the SEC OSC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of that at the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq.AMENDED AND RESTATED COMBINATION AGREEMENT 21 (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company(including, including the in each case, any related notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeoverany Westcoast SRA Reports or Westcoast SEC Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles of Canada applied on a consistent basis consistent throughout during the periods indicated and consistent with each other involved (except as may be indicated subject, in the case of unaudited financial statements, to the absence of notes theretoin the case of Westcoast SRA Reports filed prior to the implementation of OSC Rule 51-501), (ii) (“Canadian GAAP”) complied in all material respects with the requirements of applicable securities Laws, and (with respect to the Company Financial Statements contained in documents filed in the United Statesiii) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Company Westcoast and its Subsidiaries at subsidiaries as of the respective dates thereof and during for the respective periods indicated therein (covered thereby, subject, in the case of unaudited financial statements, to normal, recurring year-end audit adjustments and none of which will be material. (c) From January 1, 1998 to the absence date of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003this Agreement, there has been no change by Westcoast or its subsidiaries in Company’s their accounting policies, methods, practices or principles that are material to Westcoast's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduledate hereof. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (ai) Except as set forth There are no reports or information that in Section 2.07 accordance with the requirements of Canadian Securities Laws must be made publicly available prior to the Closing Date in connection with the offering and sale of the Disclosure Schedule, Securities that have not been made publicly available as required; (ii) there are no documents required to be filed as of the date hereof with the Canadian Regulatory Authorities or with any other Canadian securities regulatory authority in connection with the offering and sale of the Securities that have not been filed as required; and (iii) the Company has not filed any confidential material change reports or similar confidential report with any securities regulatory authority that is still maintained on a confidential basis. The Company has filed all forms, reports, schedules, prospectuses, circularsforms, statements and other documents (together with any amendments thereto) required to be filed by it with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, 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) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of the Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, extension. The SEDAR Filings include all reports, schedules, prospectuses, circularsforms, statements and other documents, including any financial statements documents required to be filed by the Company under Canadian Securities Laws for the two years preceding the date hereof (or other documents, including any schedules included therein, are referred to such shorter period as the “Company Documents”), at was required by law or regulation to file such material) and the Company has filed such SEDAR Filings on a timely basis or has received a valid extension of such time of filing and has filed (and if amended or superseded by a filing any such SEDAR Filings prior to the date expiration of this Agreement thenany such extension. As of their respective dates, on the date SEC Reports and SEDAR Filings complied in all material respects with the requirements of such filing)the Securities Act, (i) did not contain any misrepresentation of a material fact (as defined in applicable the Exchange Act and Canadian Securities Laws), did not at as applicable, and none of the time they were filed contain SEC Reports or SEDAR Filings, when filed, contained any untrue statement of a material fact or 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 and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company has not filed any confidential material change report with never been an issuer subject to Rule 144(i) under the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidentialAct. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated historical financial statements of Company, including the notes thereto, Company included in the Company Documents (the “Company Financial Statements”) complied as to form SEC Reports and SEDAR Filings comply in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of the Commission and applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq Laws with respect thereto as in effect at the time of their respective datesfiling. Such consolidated historical financial statements, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in including the notes thereto) (“Canadian GAAP”) , and (with respect to schedules of the Company Financial Statements contained in documents filed in and its consolidated subsidiaries present fairly the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of the Company and its Subsidiaries at as of the dates and during for the periods indicated therein (subjectindicated, in comply as to form with the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s applicable accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 requirements of the Disclosure Schedule. (c) The books Securities Act, the Exchange Act and records of the Company Canadian Securities Laws and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements prepared in conformity with Canadian GAAP and US GAAP and U.S. generally accepted accounting principles (B“GAAP”) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based applied on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during consistent basis throughout the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer involved (except as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiariesotherwise noted therein). (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (ai) Except as set forth There are no reports or information that in Section 2.07 accordance with the requirements of Canadian Securities Laws must be made publicly available prior to the Closing Date in connection with the offering and sale of the Disclosure Schedule, Securities that have not been made publicly available as required; (ii) there are no documents required to be filed as of the date hereof with the Canadian Regulatory Authorities or with any other Canadian securities regulatory authority in connection with the offering and sale of the Securities that have not been filed as required; and (iii) the Company has not filed any confidential material change reports or similar confidential report with any securities regulatory authority that is still maintained on a confidential basis. The Company has filed all forms, reports, schedules, prospectuses, circularsforms, statements and other documents (together with any amendments thereto) required to be filed by it with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, 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) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of the Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, extension. The SEDAR+ Filings include all reports, schedules, prospectuses, circularsforms, statements and other documents, including any financial statements documents required to be filed by the Company under Canadian Securities Laws for the two years preceding the date hereof (or other documents, including any schedules included therein, are referred to such shorter period as the “Company Documents”), at was required by law or regulation to file such material) and the Company has filed such SEDAR+ Filings on a timely basis or has received a valid extension of such time of filing and has filed (and if amended or superseded by a filing any such SEDAR+ Filings prior to the date expiration of this Agreement thenany such extension. As of their respective dates, on the date SEC Reports and SEDAR+ Filings complied in all material respects with the requirements of such filing)the Securities Act, (i) did not contain any misrepresentation of a material fact (as defined in applicable the Exchange Act and Canadian Securities Laws), did not at as applicable, and none of the time they were filed contain SEC Reports or SEDAR+ Filings, when filed, contained any untrue statement of a material fact or 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 and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company has not filed any confidential material change report with never been an issuer subject to Rule 144(i) under the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidentialAct. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated historical financial statements of Company, including the notes thereto, Company included in the Company Documents (the “Company Financial Statements”) complied as to form SEC Reports and SEDAR+ Filings comply in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of the Commission and applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq Laws with respect thereto as in effect at the time of their respective datesfiling. Such consolidated historical financial statements, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in including the notes thereto) (“Canadian GAAP”) , and (with respect to schedules of the Company Financial Statements contained in documents filed in and its consolidated subsidiaries present fairly the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of the Company and its Subsidiaries at as of the dates and during for the periods indicated therein (subjectindicated, in comply as to form with the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s applicable accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 requirements of the Disclosure Schedule. (c) The books Securities Act, the Exchange Act and records of the Company Canadian Securities Laws and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements prepared in conformity with Canadian GAAP and US GAAP and U.S. generally accepted accounting principles (B“GAAP”) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based applied on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during consistent basis throughout the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer involved (except as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiariesotherwise noted therein). (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.