Common use of SEC Documents Clause in Contracts

SEC Documents. Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any untrue statement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. Company’s financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company The Parent has timely filed with the SEC all required reports, ------------- schedules, forms, statements and other documents with required pursuant to the Securities Act and the Exchange Commission Act since November 17, 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC”) since December 31, 2005 (the “"Parent SEC Documents”"). As of their --------------------- respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Parent SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Parent SEC Documents contain (including any and all financial statements included therein) as of such dates 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. Company’s The consolidated financial statements of the Parent included in the all Parent SEC Documents filed since November 17, 1997 (the "Parent SEC Financial -------------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company the Parent (and its consolidated subsidiaries Subsidiaries) as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a The audited consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected Parent as of December 31, 1998 is referred to have a Material Adverse Effectherein as the "Parent Balance Sheet."

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements reports and other documents with the Commission since the Company's initial public offering in November 1995 (collectively, the "Company SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and Exchange Commission the rules and regulations promulgated thereunder (the “SEC”) "Securities Laws"). All required Company SEC Reports have been filed with the Commission and constitute all forms, reports and documents required to be filed by the Company under the Securities Laws since December 31, 2005 (the “SEC Documents”)Company's initial public offering in November 1995. As of their respective dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of the Company and its consolidated subsidiaries the Company Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and the consolidated results of their operation and cashflows Company Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and the absence of footnotes). Except as disclosed in financial statements included except, in the SEC Documentscase of the unaudited statements, neither Company nor any as permitted by Form 10-Q pursuant to Section 13 or 15(d) of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.Exchange Act. 5.8

SEC Documents. Company has timely Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the Securities SEC since October 1, 1998, and Exchange Commission IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC”) since December 31, 2005 (the “"IXnet SEC Documents”"). As of their respective dates, the IXnet SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, except to the extent that information contained in any SEC Document has been revised if amended or superseded by a later document filed with the SEC and made publicly available filing prior to the date of this Agreement, none then on the date of the SEC Documents contain such filing) 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements (including the related notes) of IXnet included in the all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments that have not been and the absence of footnotesare not expected to be material in amount). Except as disclosed set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither Company IXnet nor any of its subsidiaries has had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries which, individually or in the notes thereto and which aggregate, would reasonably be expected to have a an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. The Company has timely filed all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements and other documents with for the Securities and Exchange Commission two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the “SEC”foregoing materials, which are specified in Schedule 3.1(l) since December 31annexed hereto, 2005 (being collectively referred to herein as the “"SEC Documents”)") on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments and adjustments. Since the absence date of footnotes). Except as disclosed in the financial statements included in the SEC DocumentsCompany's last filed Quarterly Report on Form 10-Q, neither Company nor any of its subsidiaries there has any liabilities been no event, occurrence or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have development that has had a Material Adverse EffectEffect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. Company has timely Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed all required reports, schedules, forms, statements and other documents by Parent or Buyer with the Securities and Exchange Commission SEC on or after January 1, 1994 (the “SEC”) since December 31, 2005 (the “"SEC Documents”"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective datesdates or, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may beof registration statements, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreementtheir effective dates, none of the SEC Documents contain (including all exhibits and schedules thereto) 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 light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. Company’s The financial statements of Parent and Buyer included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments adjustments) the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the absence consolidated results of footnotes)their operations and cash flows for the periods then ended. Except Parent and Buyer have filed all documents and agreements which were required to be filed as disclosed in financial statements exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included in as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, neither Company nor any if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) this Agreement and long-term debt agreements which are not required by GAAP to be set forth on a consolidated balance sheet filed pursuant to Item 601(b)(4)(iii)(A) of Company and its consolidated subsidiaries or in Regulation S-K promulgated by the notes thereto and which would reasonably be expected to have a Material Adverse EffectSEC.

SEC Documents. Financial Statements; No Adverse Change. The Company has timely filed all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements and other documents with for the Securities and Exchange Commission three years preceding the date hereof (the “SEC”) since December 31, 2005 (foregoing materials being collectively referred to herein as the “"SEC Documents”)") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, therein not misleading. Company’s All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments and adjustments. Since the absence date of footnotes). Except as disclosed in the financial statements included in the SEC DocumentsCompany's last filed Quarterly Report on Form 10-Q for the period ended September 30, neither Company nor any of its subsidiaries 1998, there has any liabilities been no event, occurrence or obligations of any nature (whether accrueddevelopment that has had, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have have, a Material Adverse EffectEffect which has not been specifically disclosed to the Purchasers by the Company. The Company last filed audited financial statements with the Commission on October 13, 1998, and has not received any comments from the Commission in respect thereof.

SEC Documents. Company Buyer has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since December 31April 1, 2005 1996 (together with later filed documents that revise or supersede earlier filed documents, the “"Buyer SEC Documents”"). As of their respective dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such Buyer SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none Documents. None of the Buyer SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Buyer included in the Buyer SEC Documents comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of Company and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the Buyer SEC Documents, neither Company nor any and except for liabilities and obligations incurred in the ordinary course of its subsidiaries business consistent with past practice, Buyer has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on in a consolidated balance sheet of Company and its consolidated subsidiaries Buyer or in the notes thereto and which which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or results of operations of Buyer.

SEC Documents. Company has timely Financial Statements; Undisclosed Liabilities. EQR and ERP Operating Partnership have filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission SEC since August 18, 1993 through the date hereof (the “SEC”) since December 31, 2005 (the “"EQR SEC Documents”"). As Schedule 3.6 of their respective dates, the EQR Disclosure Letter contains a complete list of all EQR SEC Documents complied in all material respects with filed by EQR under the requirements of the Securities Act or the Securities Exchange Act of 1934since January 1, as amended (the “Exchange Act”), as the case may be, 1997 and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised on or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none . All of the EQR SEC Documents contain (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such EQR SEC Documents. None of the EQR SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later EQR SEC Documents filed and publicly available prior to the date of this Agreement. Company’s The consolidated financial statements of EQR and the EQR Subsidiaries included in the EQR SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Company EQR and its consolidated subsidiaries the EQR Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included for liabilities and obligations set forth in the EQR SEC DocumentsDocuments or in Schedule 3.6 to the EQR Disclosure Letter, neither Company EQR nor any of its subsidiaries EQR Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries EQR or in the notes thereto and which which, individually or in the aggregate, would reasonably be expected to have a an EQR Material Adverse Effect.

SEC Documents. Company has timely For the purposes of this Agreement, the "Parent Reports" means each registration statement, report, proxy statement or information statement of Parent prepared by it since January 1, 1995, in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents”). As of their the respective dates, the SEC Documents Parent Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements Parent Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of their operation operations, retained earnings or cash flows, as the case may be, of Parent and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments and which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the absence of footnotes)periods involved, except as may be noted therein. Except as disclosed in financial statements included in the SEC Documents, neither Company Neither Parent nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on disclosed in a consolidated balance sheet of Company and its consolidated subsidiaries Parent or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (a) liabilities or obligations reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, and which would reasonably be expected to have a Material Adverse Effectincluded in the Parent Reports and (b) liabilities or obligations incurred since March 31, 1997 in the ordinary course of business.

SEC Documents. Company Rush has timely filed all required reports, schedules, forms, statements provided to Seller and other documents with Shareholder copies of its Annual Report on Form 10-K for the Securities and Exchange Commission (the “SEC”) since year ended December 31, 2005 1998, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, its proxy statement with respect to the Annual Meeting of Stockholders held on May 18, 1999, and its Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form S-1 filed on Form 424(b)(4) (such documents collectively referred to herein as the “"SEC Documents”"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such SEC promulgated thereunderDocuments, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of Rush included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company Rush and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, except in the case of the unaudited statements, to interim period financial information for normal year-end audit adjustments and the absence of footnotesadjustments). Except All material agreements, contracts and other documents required to be filed as disclosed in financial statements exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in Rush's Quarterly Report on Form 10-Q for the SEC Documentsquarter ended June 30, neither Company nor any 1999 reflects, as of its subsidiaries has any liabilities or the date thereof, all liabilities, debts and obligations of any nature (nature, kind or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise) , and whether due or to become due that are required by GAAP to be set forth reflected on a consolidated such balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectunder generally accepted accounting principles consistently applied.

SEC Documents. Company PEC has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission SEC since January 1, 1998 (the “SEC”) since December 31, 2005 (the “"PEC SEC Documents”"). As of their respective dates, the PEC SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the PEC SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of PEC included in the PEC SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Company PEC and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows statements of cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesto any other adjustments described therein). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities There is no liability or obligations obligation of any nature (kind, whether accrued, absolute, contingent fixed or otherwise) contingent, of PEC or any Subsidiary of PEC which is required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet reflected or reserved against or otherwise disclosed in the most recent financial statements of Company and its consolidated subsidiaries PEC included in the PEC SEC Documents which is not so reflected or reserved against that individually or in the notes thereto and which aggregate would reasonably be expected to have a Material Adverse EffectEffect on PEC. For purposes of this Agreement, "PEC Balance Sheet" means the consolidated balance sheet as of September 30, 2000, set forth in PEC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, and "PEC Balance Sheet Date" means September 30, 2000.

SEC Documents. Company Since April 23, 1997, Buyer has timely filed with the SEC all forms, reports and documents required to be filed by Buyer since April 23, 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on July 30, 1997 and (vi) all other reports, schedules, forms, registration statements and other documents documents, each as amended (collectively, the "Buyer SEC Reports") all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents”)Act. As of their respective dates, the Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Buyer and its consolidated subsidiaries the Buyer Subsidiaries as of its date and each of the dates thereof consolidated statements of income, cash flows and shareholders' equity included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents the results of income, cash flows and shareholders' equity, as the case may be, of Buyer and the consolidated results of their operation and cashflows Buyer Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and the absence of footnotes). Except as disclosed in financial statements included except, in the SEC Documentscase of the unaudited statements, neither Company nor any as permitted by Form 10-Q pursuant to Section 13 or 15(d) of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Documents. Company Gart has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since SEC each ------------- report, proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 2005 1999 (collectively, the “SEC Documents”"Gart Reports"). As of their respective dates, the SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”), as the case may beapplicable, and the respective rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised thereunder and (ii) did not (or if amended or superseded by a later document filed with the SEC and made publicly available subsequent filing prior to the date of this Agreement, none then on the date of the SEC Documents such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements Gart Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Gart and its consolidated subsidiaries as of the dates thereof its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of their operation operations, retained earnings or cash flows, as the case may be, of Gart and cashflows its subsidiaries for the periods then ending in accordance with GAAP set forth therein (subjectsubject to, in the case of the unaudited statements, to normal year-end audit adjustments and that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the absence periods involved ("GAAP"), except as may be noted therein. There are no liabilities of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor Gart or any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) kind whatsoever that would be required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries or Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the notes thereto ordinary course of business consistent with past practices; (y) reasonable and which would reasonably be expected customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to have a Material Adverse Effectthe date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Company Enron has timely filed all required reports, schedules, forms, statements and other documents with the Securities SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Commission Act, and has made available (in paper form or via the internet) to Dynegy each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Enron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the “SEC”) since December 31, 2005 (the “SEC Documents”"Draft Third Quarter Report"). As of their its respective datesdate, the SEC Documents each Enron Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply as to form Enron Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company Enron and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of their operation operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and cashflows its consolidated Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in the Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries as of that date, and the absence consolidated statements of footnotesoperations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q of the SEC, (B) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as disclosed in financial statements included and to the extent set forth in the SEC DocumentsSeptember 30, 2001 Balance Sheet, neither Company Enron nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company Enron and its consolidated subsidiaries Subsidiaries or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations that were incurred in the ordinary course of business since September 30, 2001 and liabilities or obligations that do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which would do not and are not reasonably be expected likely to have a have, individually or in the aggregate, an Enron Material Adverse Effect.

SEC Documents. Company EVA has timely filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “SEC”) since December 31all forms, 2005 registration statements, reports, schedules, and statements required to be filed by it under the Exchange Act or Securities Act (all such documents filed on or prior to the Closing Date, collectively, the “EVA SEC Documents”). As of their respective datesThe EVA SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act including any audited or the Securities Exchange Act of 1934, as amended unaudited financial statements and any notes thereto or schedules included therein (the “Exchange ActEVA Financial Statements”), as at the time filed (in the case may beof registration statements, and solely on the rules and regulations date of the SEC promulgated thereunder, and, effectiveness) (except to the extent that information contained in any corrected by a subsequently filed EVA SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents Closing Date) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s financial statements included in the SEC Documents comply as to form misleading and (b) complied in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of Securities Act, as the SEC with respect thereto, have been case may be. The EVA Financial Statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) , applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end adjustments) in all material respects the consolidated financial position of Company and its consolidated subsidiaries EVA as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance ended. Ernst & Young LLP is an independent registered public accounting firm with GAAP (subject, in the case respect to EVA and has not resigned or been dismissed as independent registered public accountants of the unaudited statements, to normal year-end audit adjustments and the absence EVA as a result of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectconnection with any disagreement with EVA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Documents. Company Seller has timely delivered (incorporated by reference to the Seller's filings as reported on the SEC's web site) to Purchaser each registration statement, report, proxy statement or information statement prepared and filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its Annual Report on Form 10-KSB for the year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed with the “SEC”) since December 31SEC (collectively, 2005 (the “SEC Documents”"Seller Reports"). As of their respective dates, the SEC Documents Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply as to form Seller Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company Seller and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of their operation operations, retained earnings or cash flows, as the case may be, of Seller and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in subject to the case lack of the unaudited statements, to footnote disclosure and normal year-end audit adjustments and which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the absence of footnotes)periods involved, except as may be noted therein. Except as disclosed in financial statements included and to the extent set forth in the SEC Documentsconsolidated balance sheet of Seller and its Subsidiaries at June 30, 2003, including all notes thereto, or as set forth in the Seller Reports, neither Company Seller nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Seller or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectthereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. Company CSI has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SECCommission”) since December 31, 2005 pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”). As of their respective dates, and during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder, and, except thereunder applicable to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC Documents, and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the Commission, 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 light of the circumstances under which they were made, not misleading. CompanyAs of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of CSI included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. accounting principles generally accepted accounting principles in the United States as in effect from time to time (“GAAP”) applied on a consistent basis ), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of Company and its consolidated subsidiaries CSI as of the respective dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the respective periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the SEC Documents, neither Company nor CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to any of its subsidiaries has any liabilities or obligations of any nature (whether accruedCSI’s securities. A comment letter was received from the Securities and Exchange Commission relating to the Company’s December 31, absolute, contingent or otherwise) required by GAAP 2006 filing on Form 10-K to be set forth on a consolidated balance sheet of which the Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectis currently responding.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31all reports, 2005 statements, schedules and other documents (collectively, the “SEC Documents”) required to be filed by it pursuant to the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (liabilities, whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (i) and (ii), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and which would reasonably be expected to have a Material Adverse Effect(iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. Except as set forth in SCHEDULE 2.1(J), since May 11, 1995, the Company has timely filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (such reports, schedulesthe "SEC DOCUMENTS" and, forms, statements together with the Schedules to this Agreement and other documents with and information furnished by or on behalf of the Securities Company at any time prior to the Closing, including, the Risk Factors annexed hereto as EXHIBIT E, the "DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and Exchange Commission (has filed any such SEC Documents prior to the “SEC”) since December 31, 2005 (the “SEC Documents”)expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments and adjustments. Since the absence date of footnotes). Except as disclosed in the financial statements included in the SEC DocumentsCompany's Quarterly Report on Form 10-Q for the period ended September 30, neither 1997, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company nor any of its subsidiaries has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or reflected in the notes thereto Company's financial statements pursuant to GAAP, and (c) the Company has not altered its method of accounting or the identity of its auditors. The Schedules to this Agreement furnished by or on behalf of the Company do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which would reasonably be expected to have a Material Adverse Effectthey were made, not misleading.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements statements, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC” ) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since December 31for the twelve (12) months preceding the date hereof (all of the foregoing filed prior to or on the date hereof, 2005 (and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to in this Agreement collectively as the “SEC Documents” and individually as a “SEC Document”). As Each of their respective dates, the SEC Documents Documents, as it may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such SEC Document has as of the date of filing. None of the SEC Documents, as of the date of filing and as it may have been revised or superseded subsequently amended by a later document filed filings made by the Company with the SEC and made publicly available prior to the date of this Agreementhereof, none of the SEC Documents contain 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. Company’s The financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. accounting principles generally accepted accounting principles (“GAAP”) applied on a consistent basis in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotesadjustments). Except All material agreements that were required to be filed as disclosed in financial statements included in exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company is a party, or the property or assets of the Company or are subject, have been filed as exhibits to the SEC Documents, neither . All Material Agreements are valid and enforceable against the Company nor in accordance with their respective terms. The Company is not in breach of or default under any of its subsidiaries has any liabilities the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or obligations of any nature (whether accrueddefault under such Material Agreement, absoluteexcept in each case, contingent for such breaches or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which defaults as would not reasonably be expected to have a material adverse effect on the Company’s financial condition or results of operations. The Company has not received a notice of termination of any of the Material Adverse EffectAgreements.

SEC Documents. Company Buyer has timely filed all required reports, schedules, forms, statements reports and other ------------- documents with the Securities and Exchange Commission (the “SEC”) SEC since December 31, 2005 1994 (collectively, the “"Buyer SEC Documents”)Reports") all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Buyer since December 31, 1994 under the Securities Laws. As of their respective dates, the Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Buyer and its consolidated subsidiaries the Buyer Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Buyer and the consolidated results of their operation and cashflows Buyer Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and the absence of footnotes). Except as disclosed in financial statements included except, in the SEC Documentscase of the unaudited statements, neither Company nor any as permitted by Form 10-Q pursuant to Section 13 or 15(d) of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since December 31all reports, 2005 statements, schedules and other documents (collectively, the “"SEC Documents”)") required to be filed by it pursuant to the Securities Act and the Exchange Act. Since June 30, 2002, all SEC Documents required to be filed were timely filed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (liabilities, whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (i) and (ii), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and which would reasonably be expected to have a Material Adverse Effect(iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. Company Biopool has delivered or made available to Source the registration statement of Biopool filed with the SEC in connection with Biopool's initial public offering of Biopool Common Stock, and all exhibits, amendments and supplements thereto (the "Biopool Registration Statement"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the Biopool Registration Statement, which are set forth on the Biopool Disclosure Letter, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Biopool Reports"). The Biopool Reports, which were filed with the SEC in a timely filed manner, constitute all required reports, schedules, forms, statements reports and other documents with required to be filed by Biopool under the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents”)Laws. As of their respective dates, the SEC Documents Biopool Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Biopool included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements Biopool Reports (including the relating notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Biopool and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated statements of income, retained earnings and cash flows of Biopool included in or incorporated by reference into the Biopool Reports (including any related notes and schedules) fairly presents the results of their operation operations, retained earnings or cash flows, as the case may be, of Biopool and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the absence case of footnotes)the unaudited statements, as permitted by Form 10-Q of the SEC. Except as disclosed in financial statements included and to the extent set forth on the consolidated balance sheet of Biopool and its Subsidiaries at September 30, 1995, including all notes thereto, or as set forth in the SEC DocumentsBiopool Reports, neither Company Biopool nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Biopool or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectthereto, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except liabilities arising in the ordinary course of business since such date.

SEC Documents. Company Acquiror has timely filed all required reports, schedules, forms, registration statements, definitive proxy statements, information statements and other documents filings required to be filed by it with the Securities and Exchange Commission SEC since February 16, 2000 (including the “SEC”) since December 31Acquiror Post-Signing SEC Documents (as defined in Section 6.09), 2005 (the “"Acquiror SEC Documents”"). As of their respective dates, the Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Acquiror SEC Documents contain contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of Acquiror included in the Acquiror SEC Documents (the "Acquiror Financial Statements") comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of Company Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the Acquiror SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) as required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or as required by any Governmental Entity, Acquiror has not, since December 31, 1999, made any change in accounting practices or policies applied in the notes thereto and which would reasonably be expected to have a Material Adverse Effectpreparation of financial statements.

SEC Documents. Company The Common Shares are registered pursuant to Section 12(g) of the Exchange Act and the Corporation has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “"SEC”") since December 31during the twelve months preceding the Closing Date pursuant to the reporting requirements of the Exchange Act, 2005 in each case, as amended, supplemented and/or restated (all of which, including any filings incorporated by reference thereto, collectively the “"SEC Documents”"). The Corporation has made available true and complete copies of the SEC Documents (except for exhibits and incorporated documents) to the Purchaser. As of their respective datesthe time each was filed (or if amended or superseded by a filing before the date hereof, then on the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder and other federal, andstate and local laws, except rules and regulations applicable to the extent that information contained in any such SEC Document has been revised or superseded by a later document filed with the SEC Documents, and made publicly available prior to the date of this Agreement, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Corporation included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of Company and its consolidated subsidiaries the Corporation as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company RDDI hereby makes reference to all documents it has timely filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “SEC”) since December 31), 2005 some of which are posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”). The SEC Documents constitute all of the documents and reports that RDDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since RDDI became a reporting company. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may berequire, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of RDDI included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company and its consolidated subsidiaries RDDI as of the dates thereof and the its consolidated results statements of their operation operations, shareholders’ equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence are not expected to have a material adverse effect on RDDI, its business, financial condition or results of footnotesoperations). Except as and to the extent set forth on the consolidated balance sheet of RDDI as disclosed in financial statements included in RDDI’s most recent SEC Document, including the SEC Documentsnotes thereto, neither Company nor any of its subsidiaries RDDI has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet of Company and or not). Neither RDDI nor its consolidated subsidiaries officers or in directors have received any correspondence from the notes thereto and which would reasonably be expected to have a Material Adverse EffectSEC commenting on any SEC Document.

SEC Documents. Company Camco has timely made available to STC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Camco with the Securities and Exchange Commission (the “SEC”) SEC since December 31, 2005 1995 and prior to the date of this Merger Agreement (the “"Camco SEC Documents”)") which are all the documents that Camco was required to file with the SEC since such date. As of their respective dates, the Camco SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended (the “"Securities Act"), or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Camco SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Camco SEC Documents contain contained when filed 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of Camco included in the Camco SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and other adjustments discussed therein) the absence consolidated financial position of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company Camco and its consolidated subsidiaries or in Subsidiaries as of their respective dates and the notes thereto consolidated results of operations and which would reasonably be expected to have a Material Adverse Effectthe consolidated cash flows of Camco and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. Since June 30, 1997, the Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since December 31all reports, 2005 statements, schedules and other documents (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Exchange Act of 1934, as amended (the “SEC Documents”"Exchange Act"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows consolidated cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included Other than liabilities incurred in the SEC Documentsordinary course of business subsequent to the date of such Financial Statements, neither Company nor any there are no liabilities of its subsidiaries has any liabilities or obligations of any nature (the Company, whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries , which have not been reflected in the Financial Statements, which liabilities, individually or in the notes thereto and which would reasonably be expected aggregate, are material to have a Material Adverse Effectthe financial condition or operating results of the Company.

SEC Documents. Company has timely Seller hereby makes reference to the following documents filed all required reports, schedules, forms, statements and other documents by PRGU with the United States Securities and Exchange Commission (the “"SEC”"), as posted on the SEC's website, www.sec.gov (collectively, xxx "XXX Xocuments"): (a) since Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2005 2002 and 2001; (b) Quarterly Reports on Form 10-QSB for the “periods ended June 30, 2003, March 31, 2003, September 30, 2002, and June 30, 2002, and (c) Current Reports on Form 8-K filed with the SEC. The SEC Documents”)Documents constitute all of the documents and reports that PRGU was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since September 30, 2001. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of PRGU included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States (“"U.S. GAAP”") (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company and its consolidated subsidiaries PRGU as of the dates thereof and the consolidated results its statements of their operation operations, shareholders' equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence are not expected to have a material adverse effect on PRGU, its business, financial condition or results of footnotesoperations). Except as disclosed in financial statements included and to the extent set forth on the consolidated balance sheet of PRGU at June 30, 2003, including the notes thereto, and liabilities and obligations incurred by PRGU in the SEC Documents, neither Company nor any ordinary course of its subsidiaries business since June 30, 2003, which do not exceed $1,000 in the aggregate, PRGU has any liabilities no material liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectnot).

SEC Documents. Company has timely filed all required reportsGeneral Partner’s and Parent’s Annual Report on Form 10-K, schedulesas amended, formsfor the fiscal year ended December 31, statements and other documents with the Securities and Exchange Commission 2012 (the “SECParent 2012 Form 10-K”) since December 31), 2005 and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by General Partner or Parent or any of their Subsidiaries subsequent to January 1, 2010 under the Securities Act or under the Exchange Act with the SEC (collectively, the “Parent SEC Documents”). As of their respective dates) in the form filed, the SEC Documents as amended, (i) complied in all material respects as to form with the applicable requirements of under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Company’s financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements ; and the published rules and regulations each of the balance sheets contained in or incorporated by reference into any such Parent SEC with respect Document (including the related notes and schedules thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during fairly presents the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries the entity or entities to which such balance sheet relates as of its date, and each of the dates thereof statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Parent SEC Documents (including any related notes and schedules thereto) fairly presents the consolidated results of their operation operations, changes in stockholders’ equity and cashflows changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods then ending to which it relates, in each case in accordance with GAAP (subjectconsistently applied during the periods involved, except in each case as may be noted therein, subject to normal year end audit adjustments in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of General Partner and its Subsidiaries contained in the Parent 2012 Form 10-K and, except for liabilities reflected in Parent SEC DocumentsDocuments filed prior to the date hereof or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2012, neither Company General Partner nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a its consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and thereto, other than those which would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on General Partner’s, Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby.

SEC Documents. Company Ramtron has timely filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “"SEC”") since all of the documents that Ramtron was required to file with the SEC from December 31, 2005 2003 through the date hereof (the “"Ramtron SEC Documents”"). As Except as disclosed in the Ramtron SEC Documents, as of their respective dates, the Ramtron SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthen applicable to such Ramtron SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Ramtron SEC Documents contain Documents, as of their respective dates, 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 light of the circumstances under which they were made, not misleading. Company’s Except as disclosed in the Ramtron SEC Documents, the consolidated financial statements of Ramtron and its subsidiaries included in the Ramtron SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted general accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending presented in accordance with GAAP applicable requirements of generally accepted accounting principles (subject, in the case of the unaudited statements, to normal year-end audit adjustments recurring adjustments, none of which were or will be material) the consolidated financial position of Ramtron and its subsidiaries as of their respective dates and the absence consolidated results of footnotes). Except as disclosed in financial statements included in operations and the SEC Documents, neither Company nor any consolidated cash flows of Ramtron and its subsidiaries has for the periods presented therein. For purposes of this paragraph the italicized term "material" shall mean any liabilities non-compliance as to form, or obligations any misstatement or omission of any nature (whether accrueda fact, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries that individually or in the notes thereto and which aggregate would reasonably be expected to have a Material Adverse Effectresult in an adverse change (A) in the capital, consolidated assets, or consolidated liabilities of Ramtron of more than Five percent (5.0%), or (B) in the consolidated gross income or consolidated gross expenses of Ramtron of more than Ten percent (10.0%).

SEC Documents. Company Accenture has timely filed all required reports, schedules, forms, statements and other documents required to be filed by Accenture with the Securities and Exchange Commission (the “"SEC”") since December 31July 20, 2005 2001 (the “"SEC Documents”"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, be and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Accenture included in Accenture's prospectus filed pursuant to Rule 424(b) of the SEC Documents Securities Act on July 20, 2001 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or as described in writing to Microsoft prior to the date hereof) and fairly present the consolidated financial position of Company Accenture and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-year end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the Filed SEC DocumentsDocuments (as defined below), as of the date hereof, neither Company Accenture nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company Accenture and its consolidated subsidiaries or in the notes thereto and which would can reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Accenture and its subsidiaries taken as a whole.

SEC Documents. Company Since Parent's initial public offering, Parent has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since December 31all quarterly and annual reports and proxy statements required under Sections 13 and 14 of the Securities Exchange Act of 1934, 2005 as amended (the “"Exchange Act") (together with later filed documents that revise or supersede earlier filed documents, the "SEC Documents”"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none Documents. None of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Buyer included in the SEC Documents comply complied as to form of their respective dates of filing with the SEC in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of Company and its consolidated subsidiaries Parent as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the SEC Documents, neither Company nor any and except for liabilities and obligations incurred in the ordinary course of its subsidiaries business consistent with past custom and practice (including, without limitation, with respect to quantity and frequency), Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries disclosed pursuant to the Securities Act or in the notes thereto and which would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Documents. Company The Seller has timely filed all a true and complete copy of each report, schedule, registration statement and definitive proxy statement required reports, schedules, forms, statements and other documents to be filed by the Seller with the Securities and Exchange Commission (the “"SEC”") (as such documents have since December 31the time of their filing been amended, 2005 (the “"SEC Documents”"), all of which are available on the SEC's XXXXX filing system. As of their respective dates, and with respect to the Purchased Assets and the Business, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading, with respect to the Purchased Assets and the Business. Company’s The financial statements of the Seller relating to the Purchased Assets and the Business included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared from and are in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved books and records of the Seller and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments and adjustments) the absence consolidated financial position of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company Seller and its consolidated subsidiaries or as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, in each case in conformity with generally accepted accounting principles applied on a consistent basis during such periods (except as may be indicated in the notes thereto and which would reasonably be expected to have a Material Adverse Effector, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC).

SEC Documents. Except as disclosed in Schedule 3.6, since December 31, 1995, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities and Exchange Commission Act of 1934, as amended (the “SEC”"Exchange Act") since (all of the foregoing filed after December 31, 2005 (1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the “"SEC Documents”"). The Company has delivered to each Purchaser true and complete copies of the Furnished SEC Documents, except for exhibits, schedules and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC Documents, and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis principles, consistently applied, and the rules and regulations of the SEC during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal normal, immaterial year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed set forth in a manner clearly evident to a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC DocumentsDocuments or in the Company's Current Report on Form 8-K as filed with the SEC on August 13, neither 1997, the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absoluteno liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its consolidated subsidiaries. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or in violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the notes thereto and lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company Merchants has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission SEC its Annual Report on Form 10 K, as amended through the date of this Agreement, for the fiscal year ended December 31, 2014 (the “SECMerchants 2014 Form 10-K”), and all other reports, registration statements, definitive proxy statements or information statements required to be filed or furnished by Merchants subsequent to January 1, 2015, and on or prior to the date of this Agreement, under the Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) since December 31of the Exchange Act (collectively, 2005 (the “Merchants SEC Documents”). As All of their respective dates, the Merchants SEC Documents (i) complied in all material respects as to form with the applicable requirements of under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Company’s financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements ; and the published rules and regulations each of the balance sheets contained in or incorporated by reference into any such Merchants SEC with respect Document (including the related notes and schedules thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during fairly presents the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries Merchants as of its date, and each of the dates thereof statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Merchants SEC Documents (including any related notes and schedules thereto) fairly presents the consolidated results of their operation operations, changes in shareholders’ equity and cashflows changes in cash flows, as the case may be, of Merchants for the periods then ending to which it relates, in each case in accordance with GAAP (subjectconsistently applied during the periods involved, except in each case as may be otherwise noted therein, and subject to normal year end audit adjustments in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of Merchants and its Subsidiaries contained in Merchants 2014 Form 10-K and, except for liabilities reflected in the Merchants SEC DocumentsDocuments filed prior to the date of this Agreement or incurred in the ordinary course of business consistent with past practices or in connection with this Agreement, since December 31, 2014, neither Company Merchants nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a its consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectthereto, other than in the ordinary course of its banking business.

SEC Documents. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities SEC all documents required to be so filed by it since January 1, 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Commission Act, and has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC”) since December 31, 2005 (the “SEC DocumentsCompany Reports”). As of their its respective datesdate, the SEC Documents each Company Report complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, SOX and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, and in each case such consolidated balance sheets, consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto (“Company Financial Statements”) (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been and (b) was prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis during the periods involved involved, except as may be noted in the Company Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and fairly present to the extent set forth on the consolidated financial position balance sheet of the Company and its consolidated subsidiaries Subsidiaries included in the Company Reports filed before Closing, including all notes thereto, as of the dates thereof and the consolidated results date of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documentssuch balance sheet, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto prepared in accordance with GAAP consistently applied, other than (i) in the case of unaudited financial statements, normal year-end audit adjustments, and (ii) liabilities or obligations which would have not caused and are not reasonably be expected likely to have cause, individually or in the aggregate, a Company Material Adverse Effect.

SEC Documents. Company BICC has timely filed all required reportsprovided to Seller and the Shareholder its Registration Statement on Form 10, schedulesAnnual Report on Form 10-K for the year ended September 30, forms1996, statements and other documents with its Quarterly Reports on Form 10-Q for the Securities and Exchange Commission (the “SEC”) since quarters ended December 31, 2005 1996 and March 31, 1997, and its proxy statement with respect to the Annual Meeting of Stockholders held on February 20, 1997 (such documents collectively referred to herein as the “"SEC Documents”"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such SEC promulgated thereunderDocuments, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of BICC included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company BICC and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, except in the case of the unaudited statements, to interim period financial information for normal year-end audit adjustments and the absence of footnotesadjustments). Except All material agreements, contracts and other documents required to be filed as disclosed in financial statements exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in BICC's Quarterly Report on Form 10-Q for the SEC Documentsquarter ended March 31, neither Company nor any 1997 (the "Form 10-Q") reflects, as of its subsidiaries has any liabilities or the date thereof, all liabilities, debts and obligations of any nature (nature, kind or manner of BICC and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise) , and whether due or to become due that are required by GAAP to be set forth reflected on a consolidated such balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectunder generally accepted accounting principles consistently applied.

SEC Documents. Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 2008 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents 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. Company’s financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company Innovex has timely filed all reports required reports, schedules, forms, statements and other documents with to be filed by it under the Securities and Exchange Commission Act of 1934, as amended (the “SECExchange Act”), including, pursuant to Section 13(a) since December 31or 15(d) thereof, 2005 for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Documents”), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunderthereunder and there were no liabilities as of such dates, and, except to the extent that information contained in any SEC Document has been revised whether or superseded not required by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any untrue statement of a material fact or omit to state a material fact required generally accepted accounting principles to be stated therein or necessary included in order to make the statements therein, in light of the circumstances under which they were made, not misleading. CompanyInnovex’s financial statements in such SEC Documents, which would have an Innovex Material Adverse Effect. The financial statements of Innovex included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of Company and its consolidated subsidiaries Innovex as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments and adjustments. Since the absence date of footnotes). Except as disclosed in the financial statements included in Innovex’s last filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, there has been no event, occurrence or development that has had an Innovex Material Adverse Effect which has not been specifically disclosed in the SEC Documents, neither Company nor Documents or in writing to Concorde by Innovex. There are no pending or current transactions between Innovex and any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and Affiliates which would reasonably be expected to have a Material Adverse Effect.are not arm’s length. 5.12

SEC Documents. Company Ethanex has timely filed or furnished with or to the SEC all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by it since December 31January 1, 2005 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of 2007 under the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such forms, reports and other documents, the "Ethanex SEC Documents"). As of their respective filing dates, and after giving effect to any amendments or supplements thereto, the Ethanex SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained each as in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to effect on the date of this Agreementso filed, none of the SEC Documents and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. CompanyGiving effect to the restatement that was included in Ethanex’s quarterly report on Form 10-QSB/A, filed with the Securities and Exchange Commission on July 2, 2007, the financial statements (including, in each case, the notes, if any, thereto) of Ethanex included in the Ethanex SEC Documents comply complied as to form of in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles GAAP as in effect on the respective dates thereof (“GAAP”except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of Company Ethanex and its consolidated subsidiaries as of at the dates thereof and the condensed consolidated results of their operation operations and cashflows their condensed consolidated cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence to any other adjustments described therein, all of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any which are of its subsidiaries has any liabilities or obligations a recurring nature and none of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries which individually or in the notes thereto and which aggregate would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Ethanex).

SEC Documents. Company Buyer has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents with (including exhibits and other information incorporated therein) required to be filed by it since July 1, 2004 under the Securities Act, or the Exchange Act (such documents, as supplemented and Exchange Commission (amended since the time of filing, collectively, the “SEC”) since December 31, 2005 (the “Buyer SEC Documents”). As No subsidiary of their respective datesBuyer is required to file any form, report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC Documents complied Documents, including any financial statements or schedules included in all material respects with the requirements of Buyer SEC Documents, at the Securities Act or the Securities Exchange Act of 1934time filed (and, as amended (the “Exchange Act”), as in the case may beof registration statements and proxy statements, on the dates of effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, respectively and, except to in the extent that information contained in case of any Buyer SEC Document has been revised amended or superseded by a later document filed with the SEC and made publicly available filing prior to the date of this Agreement, none then on the date of the SEC Documents such amending or superseding filing): (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Company’s The financial statements of Buyer (including the related notes) included in the Buyer SEC Documents comply as at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to form the date of this Agreement, then on the date of such amending or superseding filing) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectended.

SEC Documents. Company (a) Since December 31, 2009, Toreador has timely filed all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except that have been required to the extent that information contained in any SEC Document has been revised or superseded be filed by a later document filed with the SEC and made publicly available it under Applicable Laws prior to the date of this Agreementhereof, none of and Toreador will timely file prior to the Effective Time all forms, reports and documents with the SEC Documents contain any untrue statement of a material fact or omit to state a material fact that are required to be stated therein or necessary in order filed by it under Applicable Laws prior to make such time (all such forms, reports and documents, together with all exhibits and schedules thereto, the statements therein, in light “Toreador Reports”). Each of the circumstances under which they were made, not misleading. Company’s financial statements consolidated balance sheets included in or incorporated by reference into the SEC Documents comply Toreador Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly presents in all material respects the consolidated financial position of Toreador and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, have been prepared and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Toreador Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Toreador and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved involved, except as may be noted therein. Except as and fairly present to the extent set forth on the consolidated financial position balance sheet of Company Toreador and its consolidated subsidiaries Subsidiaries included in the most recent Toreador Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the dates thereof and the consolidated results date of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documentssuch balance sheet, neither Company Toreador nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Toreador or in the notes thereto and prepared in accordance with GAAP consistently applied, other than liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Toreador Material Adverse Effect.

SEC Documents. Company Seller has timely delivered (incorporated by reference to the Seller's filings as reported on the SEC's web site) to Purchasers each registration statement, report, proxy statement or information statement prepared and filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission by it since June 30, 2004, including, without limitation, its Annual Report on Form 10-KSB for the year ended June 30, 2004, each in the form (including exhibits and any amendments thereto) filed with the “SEC”) since December 31SEC (collectively, 2005 (the “SEC Documents”"Seller Reports"). As of their respective dates, the SEC Documents Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply as to form Seller Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company Seller and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of their operation operations, retained earnings or cash flows, as the case may be, of Seller and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in subject to the case lack of the unaudited statements, to footnote disclosure and normal year-end audit adjustments and which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the absence of footnotes)periods involved, except as may be noted therein. Except as disclosed in financial statements included and to the extent set forth in the SEC Documentsconsolidated balance sheet of Seller and its Subsidiaries at June 30, 2004, including all notes thereto, or as set forth in the Seller Reports, neither Company Seller nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Seller or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectthereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. The Company has timely filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since December 31, 1996. All reports, schedules, forms, statements and other documents filed with the Securities and Exchange Commission (the “SEC”) SEC since December 31, 2005 1997 (the “"SEC Documents”). As of their respective dates, the SEC Documents ") complied in all material respects ------------- with the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended (the “"Securities ---------- Act"), or the Exchange Act”), as the case may be, and the rules and regulations of --- the SEC promulgated thereunderthereunder applicable to such SEC Documents, and, except to at the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date time of this Agreementfiling, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents (the "Company Financial ----------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results its statements of their operation operations, stockholders' equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence of footnotesare not expected to be material). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the balance sheet of the Company on April 30, neither 1998, including the notes thereto, or the Company nor any of its subsidiaries Disclosure Schedule, the Company has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries sheet, or in the notes thereto thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which would could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. Company has timely INDI hereby makes reference to the following ------------- documents filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “"SEC”"), as posted on the SEC's website, wxx.xxx.xxx: (collectively, the "SEC ----------- Documents"): (a) since Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the “periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents”)Documents constitute all of the documents and reports that INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed on December 4, 2000. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of INDI included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company and its consolidated subsidiaries INDI as of the dates thereof and the consolidated results its statements of their operation operations, stockholders' equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence are not expected to have a material adverse effect on INDI, its business, financial condition or results of footnotesoperations). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the consolidated balance sheet of INDI as of September 30, neither Company nor any of its subsidiaries 2002, including the notes thereto, INDI has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet of Company or not), except for liabilities and its consolidated subsidiaries or obligations incurred in the notes thereto and ordinary course of business consistent with past practices since September 30, 2002 which would in the aggregate could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on INDI, its business, financial condition or results of operations.

SEC Documents. Company Since January 1, 1997, Acquiror has timely filed or, in the case of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other documents Documents with the Securities and Exchange Commission SEC (collectively, including the “SEC”) since December 31, 2005 (the “Acquiror Post-Signing SEC Documents”, the "Acquiror -------- SEC Documents"). As of their respective filing dates, the Acquiror SEC -------------- Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Acquiror SEC Documents contain contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, not misleading. Company’s The consolidated financial statements of Acquiror included in the Acquiror SEC Documents comply or, in the case of the Acquiror Post- Signing SEC Documents, will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, for the lack of normal year-end adjustments and the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the Acquiror SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) as required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or as required by any Governmental Entity, Acquiror has not, since December 31, 1998, made any change in accounting practices or policies applied in the notes thereto and which would reasonably be expected to have a Material Adverse Effectpreparation of financial statements.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) SEC since December 31, 2005 1996. All reports, schedules, forms, statements and other documents filed with the SEC since December 31, 1997 (the “"SEC Documents”). As of their respective dates, the SEC Documents ") complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended (the “"Securities Act"), or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Documents, and, except to at the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date time of this Agreementfiling, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents (the "Company Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results its statements of their operation operations, stockholders' equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence of footnotesare not expected to be material). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the balance sheet of the Company on April 30, neither 1998, including the notes thereto, or the Company nor any of its subsidiaries Disclosure Schedule, the Company has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries sheet, or in the notes thereto thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which would could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. Company MIGI has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission SEC since January 1, 2004 (the “SEC”) since December 31, 2005 (the “MIGI SEC Documents”). As of their respective datesits date, the each MIGI SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules rules, policy statements and regulations of the SEC promulgated thereunderthereunder applicable to such MIGI SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of MIGI filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such MIGI SEC Documents have been modified or superseded by a later filed MIGI SEC Document. Company’s The consolidated financial statements of MIGI included in MIGI’s annual report on Form 10-K for the SEC Documents comply as to form fiscal year ended December 31, 2006, complied at the time they were filed in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of Company and its consolidated subsidiaries MIGI as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed for liabilities incurred in financial statements connection with the transactions contemplated by this Agreement or in the ordinary course of business since the date of the most recent balance sheet included in the MIGI SEC Documents, neither Company MIGI nor any Subsidiary of its subsidiaries MIGI has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries MIGI or the notes thereto which, individually or in the notes thereto and which aggregate, would reasonably be expected to have a MIGI Material Adverse Effect. None of the Subsidiaries of MIGI is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents. Company Price REIT has timely delivered or made available to Kimco each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1995, which are set forth on the Price REIT Disclosure Letter, each in the form (including exhibits and any amendments thereto) filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “"SEC”") since December 31(collectively, 2005 the "Price REIT Reports"). The Price REIT Reports, which were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Price REIT under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Documents”"Securities Laws"). As of their respective dates, the SEC Documents Price REIT Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Price REIT included in or incorporated by reference into the SEC Documents comply as to form in all material respects with applicable accounting requirements Price REIT Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Price REIT and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated statements of income, retained earnings and cash flows of Price REIT included in or incorporated by reference into the Price REIT Reports (including any related notes and schedules) fairly presents the results of their operation operations, retained earnings or cash flows, as the case may be, of Price REIT and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the absence case of footnotes)the unaudited statements, as permitted by Form 10-Q of the SEC. Except as disclosed in financial statements included and to the extent set forth on the consolidated balance sheet of Price REIT and its Subsidiaries at September 30, 1997, including all notes thereto, or as set forth in the SEC DocumentsPrice REIT Reports, neither Company Price REIT nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Price REIT or in the notes thereto and which thereto, prepared in accordance with generally accepted accounting principles consistently applied other than any such liabilities or obligations that, individually or in the aggregate, would reasonably be expected to not have a Price REIT Material Adverse Effect.

SEC Documents. Company has timely CryptoSign hereby makes reference to the documents filed all required reports, schedules, forms, statements and other documents with the Securities Commission, as posted on the SEC’s website, xxx.xxx.xxx, including, but not limited to, (a) Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as filed with the SEC, which contained audited balance sheets of the CryptoSign as of June 30, 2015 and 2014, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended and all other 10-Ks for prior years; and (b) Quarterly Reports on Form 10-Q and (c) all other reports filed by the CryptoSign under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Commission (the “SEC”) since December 31collectively, 2005 (the “SEC Documents”)) and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, ) and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of CryptoSign included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles US GAAP (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company and its consolidated subsidiaries CryptoSign as of the dates thereof and the consolidated results its statements of their operation operations, stockholders’ equity (deficit) and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were not and the absence are not expected to have a material adverse effect on CryptoSign, its business, financial condition or results of footnotesoperations). Except as disclosed in financial statements and to the extent set forth on the balance sheet of CryptoSign as of June 30, 2015 included in the SEC Documents, neither Company nor any including the notes thereto or on Schedule 4.9 of its subsidiaries this Agreement. CryptoSign has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet or not). CryptoSign does not have pending before the Commission any request for confidential treatment of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectinformation.

SEC Documents. Company The Purchaser has timely furnished the Shareholders with a correct and complete copy of each report, schedule, and final registration statement filed all required reports, schedules, forms, statements and other documents by the Purchaser with the Securities and Exchange Commission SEC on or after January 1, 2001 (the “SEC”) since December 31, 2005 (the “"SEC Documents”"), which are all the documents (other than preliminary materials) that the Purchaser was required to file with the SEC on or after January 1, 2001. As of their respective datesdates or, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may beof registration statements, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreementtheir effective dates, none of the SEC Documents contain (including all exhibits and schedules thereto) 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 light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. Company’s The financial statements of the Purchaser included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments adjustments) the consolidated financial position of the Purchaser and its consolidated subsidiaries as at the dates thereof and the absence consolidated results of footnotes)its operations and cash flows for the periods then ended. Except The Purchaser has filed all documents and agreements which were required to be filed as disclosed in financial statements exhibits to the SEC Documents. SCHEDULE 7.4 sets forth a correct and complete list of all documents or agreements, if any, which would be included in as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, neither Company nor any if the Purchaser were required to file such Form 10-K for the period ended on the date immediately preceding the date of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) this Agreement and long-term debt agreements which are not required by GAAP to be set forth on a consolidated balance sheet filed pursuant to Item 601(b)(4)(iii)(A) of Company and its consolidated subsidiaries or in Regulation S-K promulgated by the notes thereto and which would reasonably be expected to have a Material Adverse EffectSEC.

SEC Documents. Company Since January 1, 2014, EFI has timely filed all required reports, schedules, forms, statements and other documents with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) since December 31), 2005 and has heretofore made available to Sellers true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed, furnished or submitted by it with the SEC or mailed to its shareholders pursuant to the 1933 Act, the 1934 Act or rules promulgated thereunder (collectively, the “EFI SEC DocumentsReports”). As of their respective datesdates (or, if any EFI SEC Reports were amended, as of the date such amendment was filed with the SEC), each EFI SEC Documents Report, including any financial statements or schedules included therein and as amended, if amended, (i) complied in all material respects with the all applicable requirements of the Securities 1933 Act or and the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), as the case may be, and the applicable rules promulgated thereunder and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements of EFI included in the EFI SEC Documents comply as to form Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis or the International Financial Reporting Standards, as applicable, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of Company and its consolidated subsidiaries EFI as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documentswhich will not be material, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries either individually or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectaggregate).

SEC Documents. To the knowledge of the Seller, the Company has timely filed with the SEC all required reports, schedulesstatements, forms, statements schedules and other documents with the Securities and Exchange Commission (the “SEC”) since December 31collectively, 2005 (the “SEC Documents”)) required to be filed by it pursuant to the Securities Act, and the Exchange Act. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, andexcept that certain current reports may not have been timely filed. None of the SEC Documents, except to at the extent that information contained in any SEC Document has been revised or superseded by a later document time they were filed with the SEC and made publicly available prior to the date of this AgreementSEC, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as filed under Form 6-K under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (no liabilities, whether accrued, absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (x) and (y), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of the Company, and which would reasonably be expected to have a Material Adverse Effect(z) liabilities and obligations incurred in connection with the Closing.

SEC Documents. Company Buyer has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since all reports, statements, schedules and other documents (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Act and the Securities Exchange Act of 1900 (xxx "Xxxxxxxx Xxx"). Since December 31, 2005 (the “1998, all SEC Documents”)Documents required to be filed were timely filed, except for those listed on Schedule 3.05 hereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither Company Buyer nor any of its subsidiaries has any liabilities or obligations of any nature (liabilities, whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (i) and (ii), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of Buyer or any of its subsidiaries and which would reasonably be expected to have a Material Adverse Effect(iii) liabilities and obligations incurred in connection with this Agreement.

SEC Documents. Company Purchaser has timely filed all required reportsmade available to the Company, schedulesby reference to Purchaser’s and the SEC’s website, forms, statements and other documents with Purchaser’s annual report on Form 10-K for the Securities and Exchange Commission (the “SEC”) since December fiscal year ended March 31, 2005 (the “SEC Documents”). As of their respective dates2010, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, quarterly reports on Form 10-Q and the rules reports on Form 8-K and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded amendments thereto filed by a later document filed Purchaser with the SEC since March 31, 2010 and made publicly available prior up to the date of this Agreement, none if any, and any proxy materials distributed to Purchaser’s stockholders since March 31, 2010 and up to the date of this Agreement, if any, in each case excluding any exhibits or attachments thereto (the “Purchaser SEC Filings”). The Purchaser SEC Filings (a) conformed, as of the SEC Documents dates of their respective filing with the SEC, in all material respects, to the requirements set forth in the instructions for such forms under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, and (b) when taken together, did not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a any 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, except to the extent corrected by a subsequently filed report with the SEC prior to the date hereof. CompanyThe financial statements of Purchaser included in the Purchaser SEC Filings fairly and accurately presented, in all material respects, the consolidated financial condition of Purchaser and its consolidated subsidiaries as of their respective dates and Purchaser’s financial consolidated results of operations for the respective periods specified therein were prepared in accordance with GAAP (except as indicated in the notes thereto or, in the case of unaudited statements included in quarterly reports on Form 10-Q or Form 8-K, as permitted by the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoapplicable to Form 10-Q or Form 8-K, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during as the periods involved case may be, and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company Pride has timely delivered to Forasol-Foramer a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Pride with the Securities and Exchange Commission SEC since January 1, 1996 (the “SEC”) since December 31, 2005 (the “"Pride SEC Documents”"), which are all the documents that Pride has been required to file with the SEC since such date. As of their respective dates, the Pride SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Pride SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Pride SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Pride included in the Pride SEC Documents comply Documents, including those constituting a part of Pride's quarterly report on Form 10-Q for the nine months ended September 30, 1996, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP in the United States applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with applicable requirements of GAAP in the United States (subject, in the case of the unaudited statements, to normal year-end audit adjustments normal, recurring adjustments, none of which are material) the consolidated financial position of Pride and its consolidated Subsidiaries as of their respective dates and the absence consolidated results of footnotes)operations and the consolidated cash flows of Pride and its consolidated Subsidiaries for the periods presented therein. Except as disclosed in financial statements included in the Pride SEC Documents, neither Company nor there are no agreements, arrangements or understandings between Pride and any party who is at the date of its subsidiaries has any liabilities or obligations this Agreement an Affiliate of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse EffectPride.

SEC Documents. The Company has timely filed with the SEC all required reports, schedulesstatements, forms, statements schedules and other documents with (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities and Exchange Commission Act of 1933, as amended from time to time (the “SECSecurities Act”) since December 31), 2005 and the Securities Exchange Act of 1934, as amended from time to time (the “SEC DocumentsExchange Act”). All SEC Documents required to be filed were timely filed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (no liabilities, whether accrued, absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (x) and (y), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of the Company and which would reasonably be expected to have (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided a Material Adverse Effectcopy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. Company Buyer has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31April 1, 2005 1999 (together with later filed documents that revise or supersede earlier filed documents, the “Buyer SEC Documents”). As of their respective dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such Buyer SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none Documents. None of the Buyer SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Buyer included in the Buyer SEC Documents comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of Company and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the Buyer SEC Documents, neither Company nor any and except for liabilities and obligations incurred in the ordinary course of its subsidiaries business consistent with past practice, Buyer has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on in a consolidated balance sheet of Company and its consolidated subsidiaries Buyer or in the notes thereto and which which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or results of operations of Buyer.

SEC Documents. The Company has timely filed all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements and other documents with for the Securities and Exchange Commission one year preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the “SEC”) since December 31, 2005 (foregoing materials being collectively referred to herein as the “"SEC Documents”") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the published rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto or, in the case of unaudited interim statements, to the extent they may include footnotes or may be condensed as summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments adjustments. The Company last filed audited financial statements with the Commission on August 29, 1996, and the absence Company has not received any comments from the Commission in respect of footnotes)such audited financial statements. Except as disclosed in Since the date of the financial statements included in the SEC Documentslast filed Quarterly Report on Form 10-Q, neither Company nor any of its subsidiaries there has any liabilities been no event, occurrence or obligations of any nature (whether accrueddevelopment that has had, absolute, contingent would have or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would could reasonably be expected to have result in a Material Adverse EffectEffect which is not specifically disclosed in the Disclosure Materials.

SEC Documents. ADS has delivered or made available to the Company has timely each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since December 31, 1996, which reports constitute all of the documents (other than preliminary material) required to be filed all required reports, schedules, forms, statements and other documents by ADS with the Securities and Exchange Commission (the “"SEC”") since December 31such date, 2005 each in the form (including exhibits and any amendments thereto) filed with the “SEC Documents”(collectively, the "ADS Reports"). As of their respective dates, each of the SEC Documents ADS Reports complied and, in the case of filings after the date hereof, will comply as to form in all material respects with the applicable requirements of the Securities Act or and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations thereunder. None of the SEC promulgated thereunderADS Reports contained, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to as of the date of this Agreementthey were filed, none of the SEC Documents contain 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 made therein, in the light of the circumstances under which they were made, not misleading. Company’s ADS has filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since December 31, 1996. Each of the consolidated balance sheets of ADS included in or incorporated by reference into the ADS Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of ADS and the ADS Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of ADS included in or incorporated by reference into the ADS Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of ADS and the ADS Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). Except as and to the extent reflected or reserved against in the financial statements included in the SEC Documents ADS's Annual Report on Form 10-K for the year ended December 31, 1999 (the "ADS Form 10-K") or as disclosed herein or in the ADS Disclosure Statement, neither ADS nor any of the ADS Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, results of operations or financial conditions of ADS and the ADS Subsidiaries taken as a whole. Except as set forth in the ADS Disclosure Statement, since December 31, 1999, neither ADS nor any of the ADS Subsidiaries has incurred any liability or obligation of any kind which, in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of ADS and the ADS Subsidiaries taken as a whole, except in the ordinary course of business. There are no extraordinary or material non-recurring items of income or expense during the periods covered by such financial statements, and the consolidated balance sheets of ADS included or incorporated therein do not reflect any write-up or revaluation increasing the book value of any assets, except in either case as specifically disclosed in the notes thereto. The financial statements of ADS, including the notes thereto, included in or incorporated by reference into the ADS Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (“"GAAP”") applied on a consistent basis during (except as may be indicated in the periods involved and fairly present the consolidated notes thereto). Since December 31, 1996, there has been no change in ADS's accounting methods or principles that would be required to be disclosed in ADS financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending statements in accordance with GAAP (subjectGAAP, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or described in the notes thereto and which would reasonably be expected to have a Material Adverse Effectsuch ADS financial statements.

SEC Documents. The Company has timely filed with the SEC all required reports, schedulesstatements, forms, statements schedules and other documents with (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Act and the Exchange Commission (the “SEC”) since December 31Act. Since June 30, 2005 (the “2004, all SEC Documents”)Documents required to be filed were timely filed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included set forth in the Financial Statements filed with the SEC Documentsprior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (liabilities, whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required by GAAP under generally accepted accounting principles to be set forth on a consolidated balance sheet of Company reflected in such Financial Statements, which liabilities and its consolidated subsidiaries obligations referred to in clauses (i) and (ii), individually or in the notes thereto aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and which would reasonably be expected to have a Material Adverse Effect(iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. Company Buyer has timely filed all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the “SEC”) SEC since December 31, 2005 1994 (collectively, the “"Buyer SEC Documents”)Reports") all of which were prepared in accordance with the applicable requirements of the Securities Laws. The Buyer SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Buyer since December 31, 1994 under the Securities Laws. As of their respective dates, the Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”schedules) applied on a consistent basis during the periods involved and fairly present presents the consolidated financial position of Company Buyer and its consolidated subsidiaries the Buyer Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Buyer and the consolidated results of their operation and cashflows Buyer Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and the absence of footnotes). Except as disclosed in financial statements included except, in the SEC Documentscase of the unaudited statements, neither Company nor any as permitted by Form 10-Q pursuant to Section 13 or 15(d) of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Documents. Company Parent has timely filed all required forms, reports, exhibits, schedules, forms, statements and other documents with the SEC since September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have been filed with the SEC and Exchange Commission (constitute all forms, reports, exhibits, schedules, statements and other documents required to be filed by Parent under the “SEC”) Securities Laws since December 31September 2, 2005 (the “SEC Documents”)1998. As of their respective dates, the Parent SEC Documents Reports, including any financial statement or schedules included or incorporated therein by reference (i) complied as to form in all 34 41 material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) fairly presents the consolidated results of operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Documents comply Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during . No Parent Subsidiary is subject to the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries as periodic reporting requirements of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance Exchange Act or is otherwise required to file any documents with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor or any of its subsidiaries has any liabilities national securities exchange or obligations of any nature (whether accrued, absolute, contingent quotation service or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectcomparable Governmental Entity.

SEC Documents. Company Financial Statements; Undisclosed Liabilities. Vornado has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (SEC. The Vornado Annual Report on Form 10-K for the “SEC”) since year ended December 31, 2005 1996 (including all documents incorporated therein by reference) and the “Vornado Proxy Statement on Schedule 14A relating to the 1996 annual meeting of Vornado shareholders (collectively, the "VORNADO SEC Documents”). As DOCUMENTS") as of their respective filing dates, the SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents 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. Company’s The consolidated financial statements of Vornado included in the SEC Documents comply Vornado Annual Report on Form 10-K for the year ended December 31, 1996 (the "VORNADO FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles principals (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of Company Vornado and its consolidated subsidiaries the Vornado Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (subjectended, in the case of the unaudited statements, to normal year-end audit adjustments except for liabilities and the absence of footnotes)obligations which would not have a Vornado Material Adverse Effect. Except as disclosed in financial statements included set forth in the SEC DocumentsVornado Financial Statements or in SCHEDULE 3.1(E) to the Vornado Disclosure Letter, to the Knowledge of Vornado, neither Company Vornado nor any of its subsidiaries Vornado Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries Vornado or which, individually or in the notes thereto and which aggregate, would reasonably be expected to have a Vornado Material Adverse Effect.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with of its SEC Filings (as defined herein) for the Securities and Exchange Commission (two year period preceding the “SEC”) since December 31, 2005 (the “SEC Documents”)date hereof. As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents Filings complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC Filings as of their respective dates, as the case may beor such later date on which such reports were amended, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents when issued did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Company’s The financial statements included in the SEC Documents Filings comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the financial statements included in the SEC Filings or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operation operations and cashflows consolidated cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal yearnormal, recurring adjustments). As used herein, the term “SEC Documents” means the Company annual reports on Form 10-end audit adjustments K for fiscal year ended February 29, 2009 and 2008 (including any amendments thereto) and (ii) the Company’s quarterly report on Form 10-Q for the 2009 and 2008 fiscal years and the absence of footnotes). Except as disclosed in financial statements included in term “SEC Filings” means the SEC Documents, neither along with all other reports, schedules, forms, statements and other documents that the Company nor any is required to file with the SEC pursuant to the reporting requirements of its subsidiaries has any liabilities or obligations the Securities and Exchange Act of any nature (whether accrued1934, absoluteas amended., contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company for the two year period preceding the date hereof. Confidential Canadian and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.Non-U.S. Subscribers Only

SEC Documents. Company Headwaters has timely filed all required reports, schedules, forms, statements statements, and other documents with the Securities SEC since October 1, 1999 (collectively, and Exchange Commission (in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC”) since December 31, 2005 (the “"Headwaters SEC Documents”"). As of their respective dates, the Headwaters SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such Headwaters SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date Documents. As of this Agreementtheir respective dates, none of the Headwaters SEC Documents contain (including any and all financial statements therein) contained any untrue statement of a material fact or omit failed to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of Headwaters included in the Headwaters SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto), and fairly present fairly, in all material respects, the consolidated financial position of Company Headwaters and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP specified (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as reflected or reserved against in the Headwaters Financial Statements or otherwise disclosed in financial statements the Headwaters Disclosure Letter, Headwaters and its subsidiaries have no material liabilities or other obligations (including contingent liabilities and obligations) except, (i) since the date of the most recent audited balance sheet included in the SEC DocumentsHeadwaters Financial Statements, neither Company nor any liabilities and obligations incurred in the ordinary course of its subsidiaries has any liabilities business or obligations of any nature (whether accrued, absolute, contingent or otherwiseii) that would not be required by GAAP to be set forth on a reflected or reserved against in the consolidated balance sheet of Company Headwaters and its consolidated subsidiaries or prepared in the notes thereto and which would reasonably be expected to have a Material Adverse Effectaccordance with GAAP.

SEC Documents. Company The Seller has timely filed made all required reports, schedules, forms, statements and other documents filings with the SEC that it has been required to make under the Securities and Exchange Commission Act of 1933, as amended (the “SEC”"Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 2005 1996. The Seller has provided to the Purchaser a true, complete and correct copy of Seller's annual report on Form 10-K for the fiscal year ended December 31, 1996, together with all amendments thereto, and any and all filings with the SEC made by Seller (including all requested exhibits to such filings) since the “filing of said Form 10-K (all such documents that have been filed with the SEC, as amended, are referred to as the "Seller SEC Documents”"). As of their respective dates, and except as amended, the Seller SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Seller SEC Documents contain contained any untrue statement of a an material fact or omit omitted to state a material fact required to be stated therein herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of the Seller and its Subsidiaries included in the Seller SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end recurring audit adjustments adjustments) the consolidated financial position of the Seller and its Subsidiaries as of the dates thereof and the absence consolidated results of footnotes)its operations and cash flows for the periods then ended. Except as disclosed in financial statements included set forth in the Seller SEC Documents, neither Company nor any since December 31, 1996, (i) there have been no material adverse changes in the business, operations or financial condition of each of the Seller and each of its subsidiaries has any liabilities or obligations Subsidiaries and (ii) the operations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet each of Company the Seller and each of its consolidated subsidiaries or Subsidiaries have been conducted in the notes thereto and which would reasonably be expected ordinary course of business except as previously disclosed in writing to have a Material Adverse Effectthe Purchaser.

SEC Documents. The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the Securities and Exchange Commission SEC since July 2, 1995 (the “SEC”) since December 31, 2005 (the “"SEC Documents”"). As of their respective dates, the SEC Documents complied ------------- in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended (the “"Securities Act"), or the Exchange Act”), as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Documents, and, except to at the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date time of this Agreementfiling, none of the SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents (the "Company ------- Financial Statements") comply as to form in all material respects with -------------------- applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results its statements of their operation operations, stockholders' equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence of footnotesare not expected to be material). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the balance sheet of the Company as at June 29, neither 1997, including the notes thereto, the Company nor any of its subsidiaries has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries sheet, or in the notes thereto thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 29, 1997 which would could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. The Company has timely filed all reports required reportsto be filed by it under the Exchange Act, schedulesincluding pursuant to Section 13(a) or 15(d) thereof, forms, statements and other documents with for the Securities and Exchange Commission three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the “SEC”foregoing materials being collectively referred to herein as the "SEC DOCUMENTS") since December 31on a timely basis, 2005 (the “SEC Documents”)or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements requirements, as applicable, of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the published rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements and balance sheets of the Company included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements and balance sheets have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (ended, subject, in the case of the unaudited statements, to normal year-end audit adjustments and adjustments. Since the absence date of footnotes). Except as disclosed in the financial statements and balance sheets included in the SEC Documentslast filed Quarterly Report on Form 10-Q, neither Company nor any of its subsidiaries there has any liabilities been no event, occurrence or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which development that would reasonably be expected to have had a Material Adverse EffectEffect which is not disclosed in or contemplated by the Disclosure Materials.

SEC Documents. Company Altair has timely made available to TMI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Altair with the SEC (which includes the documents filed with the Ontario Securities Commission) since January 1, 1994 and Exchange Commission prior to the date of this Agreement (the “SEC”"ALTAIR SEC DOCUMENTS") which are all the documents that Altair was required to file with the SEC since December 31, 2005 (the “SEC Documents”)such date. As of their respective dates, the Altair SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Altair SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Altair SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Altair included in the Altair SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. Canadian generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP applicable requirements of Canadian generally accepted accounting principles (subject, in the case of the unaudited statements, to normal year-end audit adjustments and normal, recurring adjustments, none of which are material) the absence consolidated financial position of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company Altair and its consolidated subsidiaries or in Subsidiaries as of their respective dates and the notes thereto consolidated results of operations and which would reasonably be expected to have a Material Adverse Effectthe consolidated cash flows of Altair and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements reports and other documents with required to be filed by it under the Securities and Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the “SEC”) since December 31, 2005 (foregoing reports being collectively referred to herein as the “"SEC Documents”)") on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, 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 light of the circumstances under which they were made, not misleading. Company’s financial statements included The audited and unaudited consolidated balance sheets of the Company and its Subsidiaries contained in the SEC Documents comply as to form in all material respects with applicable accounting requirements Documents, and the published rules related consolidated statements of income, changes in stockholders' equity and regulations of changes in cash flows for the SEC with respect periods then ended, including the footnotes thereto, except as indicated therein, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during consistently followed throughout the periods involved indicated, except that unaudited financial statements contained therein do not contain notes and may be subject to normal audit adjustments and normal annual adjustments and fairly present the consolidated financial position condition of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates thereof and, except as indicated therein, reflects all claims against and all material debts and liabilities of the Company and its consolidated Subsidiaries, fixed or contingent, as at and for the dates thereof; and the consolidated related statements of income, stockholders' equity and changes in cash flows fairly present the results of their operation the operations of the Company and cashflows its consolidated Subsidiaries and the changes in financial position for the periods then ending in accordance with GAAP (subject, in period indicated. Since the case date of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC DocumentsCompany's 14 last filed Quarterly Report on Form 10-Q, neither Company nor any of its subsidiaries there has any liabilities been no event, occurrence or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have development that has had a Material Adverse EffectEffect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. Company Since January 1, 1997, Acquiror has timely filed or, in the case of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other documents Documents with the Securities and Exchange Commission SEC (collectively, including the “SEC”) since December 31, 2005 (the “Acquiror Post-Signing SEC Documents”, the "ACQUIROR SEC DOCUMENTS"). As of their respective dates, the Acquiror SEC Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Acquiror SEC Documents contain contained or, in the case of the Acquiror Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s The consolidated financial statements of Acquiror included in the Acquiror SEC Documents comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, for the lack of normal year- end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the Acquiror SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) as required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or as required by any Governmental Entity, Acquiror has not, since December 31, 1997, made any change in accounting practices or policies applied in the notes thereto and which would reasonably be expected to have a Material Adverse Effectpreparation of financial statements.

SEC Documents. Company Acquiror has timely filed all required reports, schedules, forms, statements and other documents Documents with the Securities and Exchange Commission SEC (the “SEC”as defined in Article X) since December 31January 1, 2005 1996 (including the “Post-Signing SEC Documents (as defined in Section 6.13), the "Acquiror SEC Documents”"). As of their respective dates, the Acquiror SEC ---------------------- Documents complied or, in the case of the Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Acquiror SEC Documents contain contained or, in the case of the Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Company’s The financial statements of Acquiror included in the Acquiror SEC Documents comply or, in the case of the Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Post-Signing SEC Documents, will have been prepared in accordance with U.S. generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company Unigene’s Common Stock is registered under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”). Except for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, Unigene has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since December 31pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the Closing Date and all exhibits included therein and financial statements, 2005 (notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC Documents, and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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. Company’s As of their respective dates, the financial statements of Unigene included in the SEC Documents comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of Company and its consolidated subsidiaries Unigene as of the dates thereof and the consolidated results of their operation its operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

SEC Documents. Company Buyer has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents with the Securities (including exhibits and Exchange Commission (the “SEC”other information incorporated therein) required to be filed by it since December 31, 2005 2006 under the Securities Act, or the Exchange Act (such documents, as supplemented and amended since the time of filing, collectively, the “Buyer SEC Documents”). As No subsidiary of their respective datesBuyer is required to file any form, report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC Documents complied Documents, including any financial statements or schedules included in all material respects with the requirements of Buyer SEC Documents, at the Securities Act or the Securities Exchange Act of 1934time filed (and, as amended (the “Exchange Act”), as in the case may beof registration statements and proxy statements, on the dates of effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, respectively and, except to in the extent that information contained in case of any Buyer SEC Document has been revised amended or superseded by a later document filed with the SEC and made publicly available filing prior to the date of this Agreement, none then on the date of the SEC Documents such amending or superseding filing): (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Company’s The financial statements of Buyer (including the related notes) included in the Buyer SEC Documents comply as at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to form the date of this Agreement, then on the date of such amending or superseding filing) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectended.

SEC Documents. The Company has timely hereby makes reference to the following documents filed all required reports, schedules, forms, statements and other documents by the Company with the Securities and Exchange Commission Commission, which are available for review on the Commission’s website, xxx.xxx.xxx: (the “SEC”) since December 31collectively, 2005 (the “SEC Documents”)): (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2007; (b) and Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2008; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the its consolidated results statements of their operation operations, stockholders’ equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on the absence Company, its business, financial condition or results of footnotesoperations). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the balance sheet of the Company as of September 30, neither 2008, including the notes thereto, the Company nor any of its subsidiaries has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectnot).

SEC Documents. Since January 7, 1997, the Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “"SEC”") since December 31all reports, 2005 statements, schedules and other documents and any amendments thereto (collectively, the "SEC DOCUMENTS") required to be filed by it pursuant to the Securities Exchange Act of 1934 (the “SEC Documents”)"EXCHANGE ACT") . As of their respective dates, the SEC Documents Documents, complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. Company’s As of their respective dates, the financial statements included in the SEC Documents comply (the "FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included in There are no liabilities of the SEC DocumentsCompany or the Subsidiary, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP , which have not been reflected in the Financial Statements, other than liabilities incurred in the ordinary course of business subsequent to be set forth on a consolidated balance sheet the date of Company and its consolidated subsidiaries such Financial Statements, which liabilities, individually or in the notes thereto and which would reasonably be expected aggregate, are not material to have a Material Adverse Effectthe financial condition or operating results of the Company.

SEC Documents. Company Stratum has timely filed all required reports, schedules, forms, statements and other documents with as required by the U.S. Securities and Exchange Commission (the “SEC”) since December 31and Stratum has delivered or made available to Cinco all reports, 2005 schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Stratum SEC Documents”). As of their respective dates, the The Stratum SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Stratum SEC documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the Stratum SEC Documents contain (including any and all consolidated financial statements included therein) as of such date 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 light of the circumstances under which they were made, not misleading. Company’s Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Cinco prior to the date of this Agreement), none of the Stratum SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Stratum included in the such Stratum SEC Documents (the “Stratum Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company Stratum and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows changes in cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotesas determined by Stratum’s independent accountants). Except as disclosed set forth in the Stratum SEC Documents, at the date of the most recent audited financial statements of Stratum included in the Stratum SEC Documents, neither Company Stratum nor any of its subsidiaries had, and since such date neither Stratum nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries which, individually or in the notes thereto and which would aggregate, could reasonably be expected to have a Material Adverse EffectEffect with respect to Stratum.

SEC Documents. All the documents (other than preliminary material) that the Company has timely filed all was required reports, schedules, forms, statements and other documents to file with the Securities SEC for the past three years including, without limitation, each report, schedule, registration statement and Exchange Commission definitive proxy statement filed by the Company (as such documents have since the “SEC”) since December 31time of their filing been amended, 2005 (the “"Company SEC Documents”"), have been timely filed. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended (the “"Securities Act") or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Company SEC Documents, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, (ii) none of the Company SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of the Company included in the Company SEC Documents comply (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2003, as audited by PricewaterhouseCoopers LLP (such balance sheet is referred to form hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements")), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved and fairly present the consolidated financial position of positionof the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operation operations, stockholders' equity and cashflows cash flows for the periods then ending ended in accordance with GAAP (subjectGAAP. As of February 28, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents2003, neither the Company nor any of its subsidiaries has Subsidiaries had any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries or Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since February 28, 2003, except as and to the extent set forth in the notes thereto Company SEC Documents and which except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be reasonably be expected to have a Material Adverse EffectEffect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. Company Salmon has timely filed all reports required reports, schedules, forms, statements and other documents with to be filed by it under the Securities Act and the Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as Salmon was required by law to file such material) (the “SEC”) since December 31foregoing materials, 2005 (including the exhibits thereto, being collectively referred to herein as the “SEC DocumentsReports”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any contained an 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Salmon included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Company and its consolidated subsidiaries Salmon as of the dates thereof and the consolidated results its statements of their operation operations, stockholders’ equity and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were and the absence are not expected to have a material adverse effect on Salmon, its business, financial condition or results of footnotesoperations). Except as disclosed in financial statements included in and to the SEC Documentsextent set forth on the consolidated balance sheet of Salmon as at November 30, 2004, including the notes thereto, neither Company Salmon nor any of its subsidiaries Merger Sub has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) otherwise and whether required by GAAP to be set forth reflected on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectother financial statement).

SEC Documents. Company Buyer has timely delivered to Sellers each registration statement, report, proxy statement or information statement prepared and filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission by it since June 30, 2003, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC”) since December 31, 2005 (the “SEC DocumentsBuyer Reports”). As of their respective dates, the SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC thereunder and made publicly available prior to the date of this Agreement, none of the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents comply as to form Buyer Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of their operation operations, retained earnings or cash flows, as the case may be, of Buyer and cashflows its Subsidiaries for the periods then ending in accordance with GAAP set forth therein (subject, in subject to the case lack of the unaudited statements, to footnote disclosure and normal year-end audit adjustments and which would not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the absence of footnotes)periods involved, except as may be noted therein. Except as disclosed in financial statements included and to the extent set forth in the SEC Documentsconsolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all notes thereto, or as set forth in the Buyer Reports, neither Company Buyer nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be set forth on reflected on, or reserved against in, a consolidated balance sheet of Company and its consolidated subsidiaries Buyer or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectthereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. Company Ringer has timely filed all required reports, schedules, forms, statements statements, and other documents with the Securities and Exchange Commission SEC since January 1, 1995 (together with later filed documents that revise or supersede earlier filed documents, the “SEC”) since December 31, 2005 (the “"RINGER SEC Documents”DOCUMENTS"). As of their respective dates, the Ringer SEC Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except thereunder applicable to the extent that information contained in any such Ringer SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none Documents. None of the Ringer SEC Documents contain 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 light of the circumstances under which they were made, not misleading. Company’s The financial statements of Ringer included in the Ringer SEC Documents comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-QSB of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of Company Ringer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation operations and cashflows cash flows for the periods then ending in accordance with GAAP ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotesadjustments). Except as disclosed in financial statements included set forth in the Ringer SEC Documents, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, neither Company Ringer nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on in a consolidated balance sheet of Company Ringer and its consolidated subsidiaries or in the notes thereto and which which, individually or in the aggregate, would reasonably be expected to have have, a Material Adverse Effect.material adverse effect on the business or results of operations of Ringer. 4.08

SEC Documents. Company Parent has timely filed all required forms, reports, ------------- exhibits, schedules, forms, statements and other documents with the SEC since September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in ------------------ accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have been filed with the SEC and Exchange Commission (constitute all forms, reports, exhibits, schedules, statements and other documents required to be filed by Parent under the “SEC”) Securities Laws since December 31September 2, 2005 (the “SEC Documents”)1998. As of their respective dates, the Parent SEC Documents Reports, including any financial statement or schedules included or incorporated therein by reference (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended Laws and (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Company’s financial statements Each of the consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) fairly presents the consolidated results of operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Documents comply Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during . No Parent Subsidiary is subject to the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries as periodic reporting requirements of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance Exchange Act or is otherwise required to file any documents with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither Company nor or any of its subsidiaries has any liabilities national securities exchange or obligations of any nature (whether accrued, absolute, contingent quotation service or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effectcomparable Governmental Entity.