Common use of SEC Documents Clause in Contracts

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with provided or made available to the SEC since Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1998 (the "Company 10-K"), Amendment No. 1 to the 10-K on Form 10-K/A, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, the Company's Current Report on Form 8-K dated May 5, 1999, and the Company's proxy statement with respect to its Annual Meeting of Shareholders for 1999 (such documents collectively referred to herein as the "SEC Documents"). As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. Since March 31, 1999, other than as discussed in the case of unaudited statementsSEC Documents, to year-end adjustments). Except (i) as reflected in such financial statements or there has been no material adverse change in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichsubsidiaries, individually or in the aggregate, could reasonably be expected to have taken as a Company MAEwhole.

SEC Documents. Undisclosed Liabilities. The Company Xxxxxx has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since December 31January 1, 1996 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Edge 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 "Company SEC DocumentsXxxxxx Reports"). As of their its respective datesdate, the Company SEC Documents each Xxxxxx Report (i) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified or superceded by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Xxxxxx Reports (including the related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (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) thereto and fairly present presents in all material respects the consolidated financial position of the Company Xxxxxx and its consolidated Subsidiaries as of the dates thereof 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 Xxxxxx Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of Xxxxxx and its Subsidiaries for the periods then ended 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 year-end adjustmentsaudit adjustments which will not be material in effect); and said financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth on the consolidated balance sheet of Xxxxxx and its Subsidiaries included in the Xxxxxx Reports, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or as of the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course date of business consistent with past practicesuch balance sheet, neither the Company Xxxxxx nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise)) that would be required to be reflected on, including liabilities arising under any Environmental Laws (as herein defined)or reserved against in, which are required by a balance sheet of Xxxxxx or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichhave, individually or in the aggregate, could reasonably be expected to have a Company MAEXxxxxx Material Adverse Effect.

SEC Documents. Undisclosed Liabilities. The Company has timely made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reportsby the Company with the Securities and Exchange Commission ("SEC") since January 1, schedules2001, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since December 31prior to the date hereof (collectively, 1996 (the "Company SEC DocumentsReports"), and the Company has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact consolidated balance sheets included in or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of incorporated by reference into the Company included in Reports (including the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and 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 their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to yearsuch exceptions as may be permitted by Form 10-end adjustments). Except (i) as reflected in such financial statements or in Q of the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseSEC), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed LiabilitiesThe Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Company Seller has timely filed all required reports, schedules, forms, statements and reports or other documents with required to be filed under the SEC since December 31, 1996 (the "Company SEC Documents")Exchange Act. As of their respective dates, the Company All SEC Documents complied filed by the Seller as of or for any period beginning on or after July 1, 2003, (i) were prepared in all material respects in accordance with the requirements of the Securities Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the most recent Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2006 (the “Recent Reports”) to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as not available via XXXXX. None of the date hereof, none of information about the Company SEC Documents contains any untrue statement of a material fact Seller or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries which has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as been disclosed to the Purchasers herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregatecourse of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, could reasonably be expected and no material non-public information has been disclosed to have a Company MAEthe Purchasers.

SEC Documents. Undisclosed Liabilities. 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 SEC since December 31, 1996 three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "Company SEC DocumentsDOCUMENTS")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements requirements, as applicable, of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the published rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, when filed filed, contained any untrue statement of a 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. Except to As of their respective dates, the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements and balance sheets of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 (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 subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such Since the date of the financial statements or and balance sheets included in the notes theretolast filed Quarterly Report on Form 10-Q, (ii) for liabilities incurred in connection with this Agreement there has been no event, occurrence or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could development that would reasonably be expected to have had a Company MAEMaterial Adverse Effect which is not disclosed in or contemplated by the Disclosure Materials.

SEC Documents. Undisclosed Liabilities. The Company has timely filed with the Securities and Exchange Commission (the "Commission") all required forms, reports, schedules, forms, statements and other documents with required to be filed by it since its initial public offering under the SEC Exchange Act or the Securities Act (such documents, as supplemented and amended since December 31the time of filing, 1996 (collectively, the "Company SEC Documents"). As of their respective dates, The Company has timely filed with the Commission all Company SEC Documents complied in all material respects with within the requirements of five-year period preceding the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such date hereof. The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Company SEC Documents when filed contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentapplicable requirements of the Exchange Act and the Securities Act, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingcase may be. The financial statements of the Company included in the Company SEC Documents comply 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) complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEended.

SEC Documents. Undisclosed Liabilities. (a) The Company Purchaser has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "Company SEC DocumentsSEC") since June 30, 1997 (collectively, the "Purchaser Reports"). As of their respective dates, the Company Purchaser Reports, and any such reports, forms and other documents filed by the Purchaser with the SEC Documents complied after the date of this Agreement: (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the Company preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date of this Agreement that was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Purchaser Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Purchaser Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Purchaser 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 Purchaser and its subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments that would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed LiabilitiesFINANCIAL STATEMENTS. The Except as set forth in Schedule 3(f), since September 30, 2003, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements under of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (all of the forgoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by references therein, being hereinafter referred to as the ("SEC DOCUMENTS"). The Company has delivered to the Buyer(s) or its/their representatives, or made available through the Exchange ActSEC's website at http:/www.sec.gov., as the case may be, true and the rules and regulations complete copies of the SEC promulgated thereunder applicable to such Company SEC Documents. As of thxxx xxxxxxxive dates, and none of the Company financial statements disclosed in the SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply "FINANCIAL STATEMENTS") complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) 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) and 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 the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such financial statements No other information provided by or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet on behalf of the Company and its consolidated Subsidiaries and which, individually or to the Buyer(s) which is not included in the aggregateSEC Documents, could reasonably be expected including, without limitation, information referred to have in this Agreement, contains any untrue statement of a Company MAEmaterial fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31June 19, 1996 1998 (collectively, the "COMPANY REPORTS", and the Company SEC DocumentsReports filed prior to the date of this Agreement, the "COMPANY FILED REPORTS"). As of their respective filing dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied after the date of this Agreement and until the Offer Completion Date (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsand (ii) did not, and none of the Company SEC Documents when filed contained will not, contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company included in the Company SEC Documents comply as is required to formfile any report, as of their respective dates of filing form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the Company Reports (including the related notes and schedules) presents fairly, 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and, to the dates thereof and extent applicable, the consolidated results of their operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected , none of which will be material in such financial statements kind or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseamount), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with United States generally accepted accounting principles to consistently applied ("GAAP") during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed Liabilities. (a) The Company has previously delivered (except to the extent such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC since January 1, 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and the Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations and rules since December 31January 1, 1996 2001 (collectively, the "Company SEC DocumentsReports"). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded) and except as set forth in Section 5.5 of the Company Disclosure Schedule, the Company SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders' equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited statements, to for normal year-end adjustments)audit adjustments and as otherwise may be noted therein. Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet The principal executive officer of the Company and its consolidated Subsidiaries the principal financial officer of the Company (and whicheach former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), individually or and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the aggregateXxxxxxxx-Xxxxx Act. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company's management and the Board of Directors of the Company regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since the date of the last audit of the Company's internal controls over financial reporting, could reasonably any material change in internal controls over financial reporting required to be expected disclosed in any Company Report has been so disclosed. Except to the extent disclosed in the Company Reports filed with the SEC and publicly available on the XXXXX system prior to the date hereof, since January 1, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on the Company's filings which comments have a either been satisfied or withdrawn by the SEC. (c) The Company MAEhas not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, remains confidential.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all reports required reportsto be filed by it under the Securities Exchange Act of 1934, schedules, forms, statements and other documents with the SEC since December 31, 1996 as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period 10306-00006/387702.5 as the Company was required by law to file such material) (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. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, when filed filed, contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 (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 operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such Since the date of the financial statements or included in the notes theretoCompany's last filed Quarterly Report on Form 10-Q, (ii) for liabilities incurred there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEDisclosure Materials.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reportsfurnished to Intel prior to the date hereof copies of the prospectus included in the Company's registration statement on Form SB-2 (Registration No. 333-4752-LA), schedules, forms, statements and other documents with the SEC since Company's Annual Report on Form 10-KSB for the year ended December 31, 1996 and the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997 (collectively, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations Each of the SEC promulgated thereunder applicable to such Company SEC Documents, and none as of the respective date thereof, did not, and each of the registration statements, reports and proxy statements filed by the Company with the SEC Documents when filed contained after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the SEC Documents that is not so filed. (b) The SEC Documents include the Company's audited financial statements (the "Audited Financial Statements") for the year ended December 31, 1996 and its unaudited financial statements for the three-month period ended March 31, 1997 (the "Balance Sheet Date"). Since the Balance Sheet Date, the Company has duly filed with the SEC all registration statements, reports and proxy statements required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the 1933 Act. The audited and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply as filed prior to form, as of their respective dates of filing with the SECdate hereof fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with generally accepted accounting principles (except, in the case of unaudited statements, "GAAP") (except as permitted by Form 10-Q of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), the Company has no material liabilities (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to year-end adjustments). Except become due, vested or unvested, executory, determined or determinable) other than: (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent since the Balance Sheet Date, (ii) liabilities with past practice, neither respect to agreements to which the Company nor any of its Subsidiaries has any is a party, and (iii) other liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, that either individually or in the aggregate, could reasonably be expected to have would not result in a Company MAEMaterial Adverse Effect.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since December 31July 1, 1996 1997 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and and, as of their respective dates, none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains contains, and no SEC Documents filed after the date of this Agreement and prior to the Effective Time will contain, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents (including, in each case, any notes thereto) comply or will comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared or will be prepared in accordance with generally accepted accounting principles as in effect at the time of application thereof ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECSEC and other SEC rules and regulations) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects respects, or will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely made available to Purchaser 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 the Company with the SEC since December May 31, 1996 1997 (the "COMPANY SEC DOCUMENTS") including the Company 1998 Form 10-K, which are all the documents (other than preliminary materials) that the Company was required to file with the SEC Documents")since May 31, 1997. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained as of their respective dates any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents comply Documents, including the notes and schedules thereto, complied as to form, as of their respective dates of filing with the SEC, 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 United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end normal, recurring adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course none of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in material) applied on a consolidated balance sheet of consistent basis during the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEperiods presented.

SEC Documents. Undisclosed Liabilities. The Company has timely made available to Parent 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 the Company with the SEC since December 3128, 1996 1997 (as such documents have since the time of their filing been amended, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form(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 January 2, 2000, as audited by Deloitte & Touche LLP (such balance sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), and the unaudited financial statements of their respective dates the Company and its subsidiaries for the fiscal quarters ended April 2, 2000 and July 2, 2000, including the balance sheet of filing with the SECCompany and its subsidiaries dated July 2, 2000 (the "Balance Sheet")) 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of July 2, 2000, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in including the notes thereto) and which were not reflected on the Balance Sheet. Since July 2, (ii) 2000, except as and to the extent set forth in the Company SEC Documents and except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicepractice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries subsidiaries has incurred any liabilities or obligations of any nature (nature, whether or not accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined)that would have a Material Adverse Effect on the Company, which are or would be required by generally accepted accounting principles GAAP to be reflected in on a consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries (including the notes thereto). All material agreements, contracts and whichother 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, individually report or in other document with the aggregate, could reasonably be expected to have a Company MAESEC.

SEC Documents. Undisclosed Liabilities. 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 Commission, which are available for review on the Commission’s website, wxx.xxx.xxx: (collectively, the “SEC since Documents”): (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996 2010; (b) the "Company SEC Documents")Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011; (c) the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011; (d) the Company’s Current Reports on Form 8-K filed since January 1, 2011, and any amendments thereto. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any an untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECapplicable 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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the its consolidated results statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end adjustmentsaudit adjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). Except (i) as reflected in such financial statements or in and to the extent set forth on the balance sheet of the Company as of June, 30 2011, including the notes thereto, (ii) for liabilities incurred in connection and the Current Reports on Form 8-K and Form 8-K/A filed with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred SEC since September June 30, 1997 in the ordinary course of business consistent with past practice2011, neither the Company nor any of its Subsidiaries has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are otherwise and whether required by generally accepted accounting principles to be reflected in on a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnot).

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely made available to the Stockholders a true and complete copy of the following Buyer documents: (i) its annual report on Form 10-KSB for the fiscal year ended December 31, 1996; (ii) its quarterly reports on Form 10-QSB for the fiscal quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, (iii) its proxy statement dated March 18, 1997; and (v) each report, schedule, registration statement and definitive proxy filed all required reports, schedules, forms, statements and other documents by the Buyer with the SEC Securities and Exchange Commission (the "Commission") since December 31, 1996 1996, and publicly available prior to the date hereof (collectively, the "Company SEC Documents"), which are all of the documents that Buyer was required to file with the Commission since such date. As of their respective dates, the Company SEC Documents complied compiled in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed Documents, as of their respective dates, contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Buyer included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present presented in all material respects the consolidated financial position accordance with applicable requirements of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited statements, to year-end normal recurring adjustments). Except (i, none of which will be material and recognizing that there are no notes to such interim financial statements) the financial position of Buyer as reflected in such financial statements or in of their respective dates and the notes thereto, (ii) results of operations and cash flows of Buyer for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEperiods presented therein.

SEC Documents. Undisclosed Liabilities. The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 1996 1994 and has delivered or made available to JEDI all reports, schedules, forms, statements and other documents filed by the Company with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC DocumentsDOCUMENTS"). As of their respective dates, except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof, the SEC Documents, and any other reports, schedules, forms, statements and other documents filed by the Company with the SEC Documents after the date hereof, complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to Documents (including any and all financial statements included therein) as of such Company SEC Documents, and none of the Company SEC Documents when filed dates contained or will contain any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents, and any other reports, schedules, forms, statements and other documents filed by the Company with the SEC Documents after the date hereof, including any amendments thereto, comply or will comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. The Company has timely made available to MIT 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 the Company with the SEC since December 31January 1, 1996 and prior to or on the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC between December 31, 1996 and the date of this Agreement. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or for the periods presented therein. Except as disclosed in the aggregateCompany SEC Documents, could reasonably there are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date hereof but after January 1, 1996 an Affiliate (as defined in Section 4.1(k)) of the Company that are required to be expected to have a disclosed in the Company MAESEC Documents.

SEC Documents. Undisclosed LiabilitiesFINANCIAL STATEMENTS. The Since January 1, 2002, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31under of the Securities Exchange Act of 1934, 1996 as amended (the "1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and comxxxxx xxxxxx xx xhe SEC Documents"), as well as the HoMedics Transaction Documents. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included disclosed in the Company SEC Documents comply (the "FINANCIAL STATEMENTS") complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) 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) and 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 the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such financial statements No other information provided by or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet on behalf of the Company and its consolidated Subsidiaries and which, individually or to the Buyer which is not included in the aggregateSEC Documents, could reasonably be expected including, without limitation, information referred to have in this Agreement, contains any untrue statement of a Company MAEmaterial fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Undisclosed Liabilities. (i) The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since December 31January 1, 1996 2000 (together with all information incorporated therein by reference, the "Company SEC DocumentsDOCUMENTS"). No subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT"), ) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when at the time they were filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document filed and publicly available prior to the date of this Agreement (a "FILED SEC DOCUMENT") has been revised or superseded by a later Company filed Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (ii) The financial statements (including the related notes) of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SECfiling, 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 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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (i) as reflected in such financial statements or set forth in the notes thereto, (ii) for liabilities Filed SEC Documents or incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicesince the date of the most recent balance sheet included in the Filed SEC Documents, neither as of the date of this Agreement, the Company nor any of and its Subsidiaries has any subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles GAAP to be reflected in set forth on a consolidated balance sheet of or in the notes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "FORMER PARENT"), except the agreements listed as exhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, 1998. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its consolidated Subsidiaries and whichsubsidiaries or any of their respective assets by the Former Parent or any of its subsidiaries, individually or in against or affecting the aggregateFormer Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, could reasonably be expected to have a Company MAEfor indemnification under such agreements or otherwise.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements made available to the Investor true and other documents with complete copies of the SEC since Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 2000 (the "ANNUAL REPORT"), the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2001, and each report, proxy statement or registration statement filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act since the filing of the Annual Report through the date hereof (collectively such documents are referred to as the "SEC DocumentsDOCUMENTS"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except As of their respective dates, to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentbest of Company's knowledge, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, complied 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, have been prepared in accordance with generally accepted accounting principles (except, in thereto at the case time 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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments)such inclusion. Except (i) as reflected in such the Company's report on Form 8-K, filed on June 19, 2001, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes theretothereto in accordance with GAAP, (ii) for liabilities incurred which was not fully reflected in, reserved against or otherwise described in connection with this Agreement the financial statements or the transactions contemplated hereby, and (iii) for liabilities and obligations notes thereto included in the SEC Documents or was not incurred since September 30, 1997 in the ordinary course of business consistent with the Company's past practice, neither practices since the Company nor any last date of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEsuch financial statements.

SEC Documents. Undisclosed LiabilitiesThe Company has filed with the Commission all SEC Documents (including the Form 10 Registration Statement) that have been required to be filed by it with the Commission and the AMEX, and TreeCon has timely filed (after giving effect to extensions) with the Commission since the Initial Closing Date all SEC Documents that have been required to be filed by it with the Commission and the AMEX. Schedule 3.10 sets forth a true, complete and correct list of all SEC Documents filed by the Company and the respective dates of filing. The Company has timely delivered true, correct and complete copies of each such SEC Document. Each SEC Document filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, by the Company SEC Documents complied in complies with all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Actapplicable AMEX rules, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsand, and none of the Company SEC Documents when filed contained with the SEC, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in the Company each SEC Documents comply Document complied as to form, as of their respective the dates of its filing with the SECCommission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with 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 theretoCommission) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business audit adjustments consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwisepractices and consistently applied), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. (i) The Company has timely filed all required reports, schedules, forms, statements and other documents is current with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of its reporting obligations under the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"”), or . None of the Company’s filings made pursuant to the Exchange ActAct (collectively, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such “Company SEC Documents, and none of the Company SEC Documents when filed contained ”) contains any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to formDocuments, as of their respective dates of filing with the SECdates, complied in all material respects with applicable accounting the requirements of the Exchange Act, and the published rules and regulations of the Commission thereunder, and are available on the Commission’s XXXXX system. (ii) The Company SEC Documents include the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2007 and 2006 (collectively, the “Financial Statements”), including, in each case, a balance sheet and the related statements of income, stockholders’ equity and cash flows for the period then ended, together with respect theretothe related notes. The Financial Statements are in accordance with all books, records and accounts of the Company, are true, correct and complete and have been prepared in accordance with generally accepted accounting principles (exceptGAAP, in consistently applied. The Financial Statements present fairly 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 in all material respects the consolidated financial position of the Company at the respective balance sheet dates, and its consolidated Subsidiaries as fairly present the results of the dates thereof and the consolidated results of their operations Company’s operations, changes in stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and covered. (iii) for liabilities and At the close of business on March 31, 2008, the Company did not have any material liabilities, absolute or contingent, of the type required to be reflected on balance sheets prepared in accordance with GAAP which are not fully reflected, reserved against or disclosed on the March 31, 2008 balance sheet. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations incurred since September 30of any person or entity, 1997 except endorsements made in the ordinary course of business consistent in connection with past practicethe deposit of items for collection. The Company does not have any debts, neither the Company nor any of its Subsidiaries has any contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any nature (kind, character or description, whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined)or due or to become due, which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually not heretofore paid or in the aggregate, could reasonably be expected to have a Company MAEdischarged.

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely made available 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 SEC Securities and Exchange Commission by it since December 31, 1996 2003, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC DocumentsBuyer Reports"). As of their respective dates, the Company SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Buyer Reports (including the SECrelated 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations 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 operations, retained earnings or cash flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (subject, in subject to the case lack of unaudited statements, to footnote disclosure and normal year-end adjustmentsaudit adjustments 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 periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at September 30, 2004, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 as set forth in the ordinary course of business consistent with past practiceBuyer Reports, neither the Company Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise)) that would be required to be reflected on, including liabilities arising under any Environmental Laws (as herein defined)or reserved against in, which are required by a balance sheet of Buyer or in the notes thereto, prepared in accordance with generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichconsistently applied, individually or except liabilities arising in the aggregate, could reasonably be expected to have a Company MAEordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely filed all required reports, schedules, forms, statements reports and other ------------- documents with the SEC since December 31, 1996 1994 (collectively, the "Company Buyer SEC DocumentsReports")) 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 Company Buyer SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none consolidated balance sheets of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Buyer included in or incorporated by reference into the Company Buyer SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of Buyer and the Company and its consolidated Buyer Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations 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 Buyer Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments which would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected noted therein and except, in a consolidated balance sheet the case of the Company and its consolidated Subsidiaries and whichunaudited statements, individually as permitted by Form 10-Q pursuant to Section 13 or in 15(d) of the aggregate, could reasonably be expected to have a Company MAEExchange Act.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements made available to the Purchasers true and other documents with complete copies of the SEC since Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 2000 and each report, proxy statement or registration statement filed by the Company with the Securities and Exchange Commission (the "Company SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act since the filing of such Annual Report through the date hereof (collectively such documents are referred to as the "SEC DocumentsDOCUMENTS"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, complied 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, thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Except for indebtedness incurred in that certain financing transaction that closed on or around December 10, 2001, by and among the Company, Xxxxxx Xxxxx, and certain other Purchasers, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (iwhether accrued, absolute, contingent or otherwise, and whether due or to become due) as that would have been required to be reflected in, reserved against or otherwise described in such the financial statements or in the notes theretothereto in accordance with GAAP, (ii) for liabilities incurred which was not fully reflected in, reserved against or otherwise described in connection with this Agreement the financial statements or the transactions contemplated hereby, and (iii) for liabilities and obligations notes thereto included in the SEC Documents or was not incurred since September 30, 1997 in the ordinary course of business consistent with the Company's past practice, neither practices since the Company nor any last date of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEsuch financial statements.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 (the "Company SEC Documents"). a) As of their respective dates, or, if amended, as of the date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of the Company SEC Documents prepared by the Company since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Company Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, Reports and none of (ii) at the Company SEC Documents when time they were filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in order the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and each of the Company Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of the Company and each of the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the absence of footnotes), in each case in accordance with U.S. generally accepted accounted principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. (b) Except as and to the extent set forth on the balance sheet of the Company as of September 30, 1999, including the notes thereto (the "Company ------- Balance Sheet"), the Company has no material liability or obligation of any ------------- nature (whether accrued, absolute, contingent or otherwise) except for liabilities and obligations (i) disclosed in any Company Report and Mailings (as defined hereafter) filed since September 30, 1999 and prior to the date of this Agreement, (ii) incurred since September 30, 1999 in the ordinary course of business, (iii) incurred pursuant to this Agreement or (iv) liabilities or obligations which individually and in the aggregate, would not have a Company Material Adverse Effect. (c) The Company will deliver to Parent as soon as they become available true and complete copies of any report, registration statement or statement mailed by it to its securityholders generally (the "Mailings") -------- subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such Mailings (excluding any information therein provided by Parent or Merger Sub, as to which the Company makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents misleading and will comply as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAElaw.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, registration statements and other documents required to be filed by the Company with the SEC since December 31Securities and Exchange Commission on or after the date of filing with the Securities and Exchange Commission of the Company’s Final Prospectus for its initial public offering on March 7, 1996 2001 through the date hereof (such documents as supplemented and amended from time to time, collectively, the "“Company SEC Documents"”). As of their respective filing dates, the Company SEC Documents complied or in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentstheir respective effective dates, and none of the Company SEC Documents when filed (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of and the Company SEC Documents contains any untrue statement complied when filed, or in the case of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinregistration statements, as of their respective effective dates, in light all material respects with the then applicable requirements of the circumstances under which they were madeSecurities Act or the Securities Exchange Act of 1934, not misleading. as the case may be, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. (b) The financial statements (including the notes thereto) of the Company included in the Company SEC Documents comply as to formForm 10-K for the year ended December 31, as of their respective dates of filing with the SEC2001, complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 have been indicated in the notes thereto) and accurately and fairly present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEended.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely furnished to the Investor prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended June 30, 1997 ("Form 10-K"), and all other registration statements, reports and proxy --------- statements filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since December 31Securities and Exchange Commission ("Commission") on or after June 30, 1996 1997 (the Form 10-K and such registration ------------ statements, reports and proxy statements, are collectively referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations Each of the SEC promulgated thereunder applicable to such Company SEC Documents, and none as of the respective date ------------- thereof, did not, and each of the registration statements, reports and proxy statements filed by the Company SEC Documents when filed contained with the Commission after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omitted 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, except as may have been corrected in a subsequent SEC Document. Except The Company is not a party to any material contract, agreement or other arrangement which was required to have been filed as an exhibit to the extent SEC Documents that information contained in any is not so filed. (b) The Company SEC Document has been revised or superseded by a later Company Filed SEC Documentprovided the Investor with its audited financial statements (the "Audited Financial Statements") for the fiscal year ended June ---------------------------- 30, as of 1997 (the date hereof"Balance Sheet Date"). Since July 1, none of 1997 , the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact has duly ------------------ filed with the Commission all registration statements, reports and proxy statements required to be stated therein or necessary in order to make filed by it under the statements thereinSecurities Exchange Act of 1934, in light of as amended (the circumstances under which they were made"Exchange Act"), not misleadingand the 1933 Act. The audited and unaudited ------------ consolidated financial statements of the Company included in the Company SEC Documents comply as filed prior to form, as of their respective dates of filing with the SECdate hereof fairly present, in all material respects conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved ---- (except as may be indicated in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), the Company has no material liabilities (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to year-end adjustments). Except become due, vested or unvested, executory, determined or determinable) other than: (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practicepractices, neither (ii) liabilities with respect to agreements to which the Company nor any of its Subsidiaries has any liabilities or obligations of any nature Investor is a party, and (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, iii) other Liabilities that either individually or in the aggregate, could reasonably be expected to have would not result in a Company MAEMaterial Adverse Effect.

SEC Documents. Undisclosed Liabilities. The (a) Since January 1, 2010, the Company has timely filed all required reportsfiled, schedulesor furnished to, forms, statements the Securities and other documents with the SEC since December 31, 1996 Exchange Commission (the "“SEC”) all documents required to be filed or furnished by the Company under the Securities Act, or the Exchange Act (collectively, the “Company SEC Documents"”). None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As of their respective dates, the Company SEC Documents complied (or with respect to Company SEC Documents filed after the date of this Agreement, will comply) as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC promulgated thereunder applicable date hereof (or with respect to such Company SEC DocumentsDocuments filed or furnished after the date hereof, and except as amended or supplemented prior to the Closing Date), none of the Company SEC Documents when filed contained any untrue statement of a 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. Except , except that no representation is made by the Company with respect to the extent that information contained supplied by Parent, Sub or their respective Subsidiaries for inclusion in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Documents. Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC Documents (collectively, the “Company Financial Statements”), comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments set forth therein that are not material in amount or nature). Except . (ib) The Company has made available (including via the XXXXX system, as reflected in such financial statements or in applicable) to Parent all material correspondence between the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated herebySEC on one hand, and the Company and any of its Subsidiaries on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Company (iiias defined in Section 9.14), as of the date hereof, none of the Company SEC reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) for liabilities and obligations incurred since September 30Since January 1, 1997 in the ordinary course of business consistent with past practice2012, neither the Company nor any of its Subsidiaries has incurred any liabilities liability or obligations obligation of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws except liabilities, obligations or contingencies which (as herein defined)i) are reflected in the Company Financial Statements or the notes thereto, which (ii) were incurred in the ordinary course of business and consistent with past practices, (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iv) have been discharged or paid in full prior to the date hereof, or (v) are of a nature not required by generally accepted accounting principles to be reflected in a on the consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with U.S. GAAP consistently applied. (d) Each of the principal executive officer and whichthe principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, individually as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the Xxxxxxxx-Xxxxx Act. (e) To the Knowledge of the Company, since January 1, 2010 and prior to the date of this Agreement, no director or executive officer of the Company or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation of the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to the current Board of Directors or any committee thereof or to any current director or executive officer of the Company. (f) The Company and its Subsidiaries have designed and maintained internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with the authorization of management and directors of the Company and such Subsidiaries, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that would have a material effect on the Company’s financial statements. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the aggregatereports that the Company files or submits under the Exchange Act is recorded, could reasonably be expected processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. Since January 1, 2010, the Board of Directors of the Company and the Audit Committee of the Company have not received any oral or written notification from the Company’s auditors or any member of the Company’s accounting or legal staff of any “material weakness” in the Company’s internal control over financial reporting and there is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (g) Each Option and Restricted Stock Award was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with U.S. GAAP consistently applied, and, with respect to Options, to the Knowledge of the Company, no such grant involved any “back dating” or “forward dating” with respect to the effective date of grant. Further, to the Knowledge of the Company, the Company has not granted any Options at an exercise price that represents a discount from the fair market value of the Company MAECommon Stock underlying such Option on the date of grant and the Company has disclosed any re-pricing of Options in the Company Financial Statements (as defined in Section 3.4(a)).

SEC Documents. Undisclosed Liabilities. The Company Legacy has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31, 1996 Securities and Exchange Commission (the "Company SEC DocumentsSEC") since January 1, 2000 (collectively, the "Legacy Reports"). As of their respective dates, the Company SEC Documents Legacy Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, (the "Securities Laws") and none of the Company SEC Documents when filed contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none consolidated balance sheets of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Legacy included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Legacy Reports (including the SEC, related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Legacy and the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared retained earnings and cash flows of Legacy included in or incorporated by reference into the Legacy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Legacy and its 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 or in the notes thereto and 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 in the notes thereto) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEExchange Act.

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents with the SEC (including exhibits and other information incorporated therein) required to be filed by it since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of 2006 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange ActAct (such documents, as supplemented and amended since the case may betime of filing, and collectively, the rules and regulations “Buyer SEC Documents”). No subsidiary of Buyer is required to file any form, report, registration statement, prospectus or other document with the SEC promulgated thereunder applicable to such Company SEC. To the knowledge of Buyer, the Buyer SEC Documents, including any financial statements or schedules included in the Buyer SEC Documents, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Company dates of mailing, respectively and, in the case of any Buyer SEC Documents when filed contained Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentapplicable requirements of the Exchange Act and the Securities Act, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingcase may be. The financial statements of Buyer (including the Company related notes) included in the Company Buyer SEC Documents comply as to format the time filed (and, as in the case of their respective 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 with prior to the SECdate 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) 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 the Company Buyer and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEended.

SEC Documents. Undisclosed Liabilities. The Company has timely (a) New York and its Subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since December 31January 1, 1996 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available to London each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the "Company form (including exhibits and any amendments thereto) as filed with the SEC Documents"(collectively, the “New York Reports”). As of their its respective datesdate, the Company SEC Documents each New York Report (i) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained , except for any statements in any Company New York Report that have been modified by an amendment to such report filed with the SEC Document has been revised or superseded by a later Company Filed SEC Document, as of prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply New York Reports (including related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (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) thereto and fairly present presents in all material respects the consolidated financial position of the Company New York and its consolidated Subsidiaries (or such entities as indicated in such balance sheet) as of the dates thereof 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 New York Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of New York and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods then ended 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 adjustmentsaudit adjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth on the consolidated balance sheet of New York and its Subsidiaries included in the most recent New York Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or as of the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicedate hereof, neither the Company New York nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of New York or in the Company and its consolidated Subsidiaries and notes thereto prepared in accordance with GAAP consistently applied, other than current liabilities incurred in the ordinary course of business or liabilities or obligations which, individually or in the aggregate, could are not and are not reasonably likely to be expected material in nature. To the knowledge of the New York Parties, as of the date of this Agreement, none of the New York Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the New York Reports. There has been no material correspondence between the SEC and New York since January 1, 2010 through the date of this Agreement that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) Since January 1, 2010, the chief executive officer and chief financial officer of New York have made all certifications (without qualification or exceptions to the matters certified) required by the Sxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and neither New York nor its officers have received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. New York maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning New York and its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is made known on a timely basis to the individuals responsible for preparing the New York Reports and other public disclosure; and New York is otherwise in compliance in all material respects with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards of the NYSE. New York has no knowledge of any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting or fraud, whether or not material, that involves management or other employees who have a Company MAEsignificant role in New York’s internal controls. To the knowledge of the New York Parties, New York’s auditors and its chief executive officer and chief financial officer will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act in connection with the filing of New York’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. (c) New York and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither New York nor its Subsidiaries has, since January 1, 2010, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of New York. No loan or extension of credit is maintained by New York or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. Undisclosed Liabilities. (a) The Company has previously delivered (except to the extent such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company with the SEC since January 1, 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and the Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations and rules since December 31January 1, 1996 2001 (collectively, the "Company SEC DocumentsReports"). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Merger Agreement Agreement, as of the date so amended, supplemented or superseded) and except as set forth in Section 5.5 of the Company Disclosure Schedule, the Company SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders' equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited statements, to for normal year-end adjustments)audit adjustments and as otherwise may be noted therein. Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet The principal executive officer of the Company and its consolidated Subsidiaries the principal financial officer of the Company (and whicheach former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), individually or and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the aggregateXxxxxxxx-Xxxxx Act. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company's management and the Board of Directors of the Company regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since the date of the last audit of the Company's internal controls over financial reporting, could reasonably any material change in internal controls over financial reporting required to be expected disclosed in any Company Report has been so disclosed. Except to the extent disclosed in the Company Reports filed with the SEC and publicly available on the XXXXX system prior to the date hereof, since January 1, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on the Company's filings which comments have a either been satisfied or withdrawn by the SEC. (c) The Company MAEhas not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, remains confidential.

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely delivered to Sellers each registration statement, report, proxy statement or information statement prepared and filed all required reportswith the Securities and Exchange Commission by it since June 30, schedules2003, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since December 31(collectively, 1996 (the "Company SEC Documents"“Buyer Reports”). As of their respective dates, the Company SEC Documents Buyer Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the “Exchange Act, as the case may be”), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Buyer Reports (including the SECrelated 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations 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 operations, retained earnings or cash flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (subject, in subject to the case lack of unaudited statements, to footnote disclosure and normal year-end adjustmentsaudit adjustments 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 periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 as set forth in the ordinary course of business consistent with past practiceBuyer Reports, neither the Company Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise)) that would be required to be reflected on, including liabilities arising under any Environmental Laws (as herein defined)or reserved against in, which are required by a balance sheet of Buyer or in the notes thereto, prepared in accordance with generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichconsistently applied, individually or except liabilities arising in the aggregate, could reasonably be expected to have a Company MAEordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "Company SEC DocumentsSEC") since January 1, 1999 (collectively, the "COMPANY REPORTS"). As of their respective dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied after the date of this Agreement and until the Closing Date (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsand (ii) did not, and none of the Company SEC Documents when filed contained will not, contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any periodic reports with the SEC under the Exchange Act. (b) Each of the financial statements included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SECrelated notes and schedules) (the "COMPANY FINANCIAL STATEMENTS") presents fairly, 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and, to the dates thereof and extent applicable, the consolidated results of their operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected , none of which will be material in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseamount), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with United States generally accepted accounting principles to consistently applied ("GAAP") during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed LiabilitiesFINANCIAL STATEMENTS. The Since January 1, 2001, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31under of the Securities Exchange Act of 1934, 1996 as amended (the "Company 1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). As The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at xxxx://xxx.xxx.xxx., true and complete copies of the SEC Documents. Except for the letter from the SEC dated April 26, 2002, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included disclosed in the Company SEC Documents comply (the "FINANCIAL STATEMENTS") complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) 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) and 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 the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such financial statements No other information provided by or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet on behalf of the Company and its consolidated Subsidiaries and which, individually or to the Buyer which is not included in the aggregateSEC Documents, could reasonably be expected including, without limitation, information referred to have in this Agreement, contains any untrue statement of a Company MAEmaterial fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31March 26, 1996 1997 (collectively, the "Company SEC DocumentsReports"), required to be filed by it in accordance with the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). 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 of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained ii) did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations 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 in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments which would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to ("GAAP") consistently applied during the periods involved, except as may be reflected noted therein and except, in a consolidated balance sheet the case of the Company and its consolidated Subsidiaries and whichunaudited statements, individually as permitted by Form 10-Q pursuant to Section 13 or in 15(d) of the aggregate, could reasonably be expected to have a Company MAEExchange Act.

SEC Documents. Undisclosed Liabilities. The Company Purchaser has timely made available to Seller a true and ------------- complete copy of Purchaser's Form 10-K for the year ended December 31, 1999 and any other statement, report, registration statement or definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Purchaser with the SEC since December 31January 1, 1996 2000 to the Closing Date (the "Company Purchaser SEC Documents"). As of their respective filing dates, the Company Purchaser SEC Documents complied comply or will comply in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (or the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company Purchaser SEC Documents when filed contained contain or will contain any untrue statement of a material fact or omitted 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. Except , except to the extent that information contained in any Company SEC Document has been revised or superseded corrected by a later Company Filed subsequently filed Purchaser SEC Document. Without limiting the foregoing, as each of the date hereof, none of consolidated balance sheets included in or incorporated by reference into the Company Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 in all material respects presented the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations operations, stockholders' equity and cash flows included in or incorporated by reference into the Purchaser SEC Documents fairly presented the results of operations, stockholders' equity and cash flows of Purchaser and its subsidiaries for the periods then ended period set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected in such financial statements or in audit adjustments which would not be material and the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course absence of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwisecertain footnote disclosures), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to be reflected in a consolidated balance sheet of consistently applied during the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEperiods involved.

SEC Documents. Undisclosed Liabilities. (a) The Company has and its Subsidiaries have timely filed with, or furnished to, the SEC all required reportsforms, schedules, formsreports, statements registration statements, certifications and other documents (together with all exhibits, amendments and supplements thereto, the “Company Reports”) required to be so filed with or furnished by them to the SEC since January 24, 2010 and have paid all fees and assessments due and payable by them in connection therewith. As of its respective date of filing with the SEC since December 31(or (x) in the case of any Company Report that is a registration statement, 1996 as of its effective date, or (y) if amended, supplemented or superseded by a subsequent filing (which subsequent filing, if made in relation to a report filed prior to the "date hereof, shall have been filed prior to the date hereof), as of the date of such subsequent filing), (i) each Company SEC Documents"). As of their respective dates, the Company SEC Documents Report complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReport, and (ii) none of the Company SEC Documents when filed Reports contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC and the Company and any of its Subsidiaries occurring since January 24, 2010 and prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Company Reports. None of the Company’s Subsidiaries (other than TPC Group LLC) is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Each of the financial statements included in the Company SEC Documents comply Reports (including related notes and schedules) complied as to form, as of their respective dates its date of filing with the SECSEC (or (x) in the case of any Company Report that is a registration statement, as of its effective date, or (y) if amended, supplemented or superseded by a subsequent filing (which subsequent filing, if made in relation to a report filed prior to the date hereof, shall have been filed prior to the date hereof), as of the date of such subsequent filing), 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 generally accepted accounting principles (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) thereto and fairly present presented in all material respects the consolidated financial position position, the consolidated results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its consolidated Subsidiaries (or such entities as indicated therein) as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended set forth therein (in each case 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 year-end adjustmentsaudit adjustments none of which is expected to be material), in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, except as may be noted therein. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other appropriate legal and accounting requirements. Except (i) as for those liabilities that are reflected or reserved for in such financial statements or accordance with U.S. GAAP in the consolidated balance sheet of the Company and its Subsidiaries included in the most recent Company Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities i) arising under any Environmental Laws this Agreement and the Transactions, (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated ii) incurred since the date of such balance sheet in the ordinary course of the Company and its consolidated Subsidiaries and whichbusiness consistent with past practice or (iii) that, individually or in the aggregate, could do not constitute a Company Material Adverse Effect. (b) Since January 24, 2010, the chief executive officer and chief financial officer of the Company have made all certifications (without qualification or exceptions to the matters certified) required by the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the statements contained in any such certifications are complete and correct. The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company Reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time period and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure in accordance with Applicable Laws. Since January 24, 2010, subject to any applicable grace periods, the Company has been and is in compliance with (i) all applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market. The Company (A) has, since January 24, 2010, disclosed to the Company’s auditors and the audit committee of the Company Board (x) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably be expected likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and (B) has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since January 24, 2010. As of the date hereof, there are no material weaknesses in the design or operation of its internal controls over financial reporting. As of the date of this Agreement, there is no reason to believe that the Company’s auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act in connection with the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2012. (c) The Company MAEhas not received any credible and material complaints since January 24, 2010 regarding accounting, internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters. Since January 24, 2010, none of the independent public accountants of the Company or any of its Subsidiaries has resigned or been dismissed as independent public accountants of the Company or any of its Subsidiaries as a result of or in connection with any disagreement with the Company or any of its Subsidiaries on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Neither the Company nor its Subsidiaries has, since January 24, 2010, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company. No loan or extension of credit is maintained by the Company or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. Undisclosed Liabilities. The Company Lunn has timely made available to TPG each registration statement, report, proxx xxatement or information statement (other than preliminary materials) filed all required reports, schedules, forms, statements and other documents by Lunn with the SEC since December 31January 1, 1996 1994, each in the form (including exhxxxxs and any amendments thereto) filed with the SEC (collectively, the "Company LUNN SEC DocumentsREPORTS"). As Each of the Lunn SEC Reports, as of their respective datesxxxes, the Company SEC Documents complied (i) were prepared in all material xxxerial respects in accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings prior to the date hereof, none . Each of the Company consolidated balance sheets of Lunn included in or incorporated by reference into the Lunn SEC Documents contains Reports (xxxluding the related notes and schedules) fairly presxxxx the consolidated financial position of Lunn and its Subsidiaries as of its date and each of the consolidated stxxxxents of income, cash flows and changes in stockholders' equity ("RETAINED EARNINGS") of Lunn included in or incorporated by reference into the Lunn SEC Reports (xxxluding any untrue statement related notes and schedules) fairly presxxxx the results of a material fact operations, cash flows Exhibits - 16 or omits to state any material fact required to be stated retained earnings, as the case may be, of Lunn and its Subsidiaries for the periods set forth therein or necessary in order to make the statements therein(subject, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (except, in the xxx case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SECSEC and (y) applied on a consistent basis during the periods involved (normal year-end audit adjustments), in each case in accordance with GAAP, except as may be indicated in noted therein. Except as and to the notes thereto) and fairly present in all material respects extent set forth on the consolidated financial position balance sheet of the Company Lunn and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectat December 31, in the case of unaudited statements1996, to year-end adjustments). Except (i) as reflected in such financial statements or in the including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicetherxxx, neither the Company Lunn nor any of its Subsidiaries has any liabilities or obligations of any nature axx xature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of Lunn or in the Company and its consolidated Subsidiaries and whichnotes thereto prepared in accordance with GAAP, other thax xxabilities or obligations which would not have, individually or in the aggregate, could reasonably be expected to have a Company MAEMaterial Adverse Effect and liabilities and obligations arising in the ordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. The Company has timely filed with the SEC, and has ------------- heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since December 31January 1, 1996 1998 (together with all information incorporated therein by reference, the "Company SEC Documents"). No subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when at the time they were filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of (including the Company related notes) included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (ithe "Company Filed SEC Documents") as reflected in such (including the financial statements or in the notes theretoincluded therein) and except as arising hereunder, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of and its Subsidiaries has any subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including other than liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, obligations that individually or in the aggregate, aggregate could not reasonably be expected to have a Company MAEmaterial adverse effect on the Company.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31January 1, 1996 (collectively, the "Company SEC DocumentsReports"). As of their respective dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsand (ii) did not, and none of the Company SEC Documents when filed contained or will not, contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. No Subsidiary of the Company included in the Company SEC Documents comply as is required to formfile any report, as of their respective dates of filing form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the Company Reports (including the related notes and schedules) presents fairly, 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date or, if applicable, the dates thereof and the consolidated results of their operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected , in such financial statements or each case in the notes thereto, (ii) for liabilities incurred in connection accordance with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed Liabilities. The Parent has made available to the Company has timely each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reports, schedules, forms, statements and other documents by Parent with the SEC since December 31September 30, 1996 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC DocumentsParent Reports"). As of their respective dates, the Company SEC Documents complied Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Parent Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries as 20 27 of its date and each of the dates thereof consolidated statements of income, cash flows and retained earnings included in or incorporated by reference into the consolidated Parent Reports (including any related notes and schedules) fairly presents the results of their operations and operations, cash flows or retained earnings, as the case may be, of Parent and its Subsidiaries for the periods then ended 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 year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or in and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1996, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise)) that would be required to be reflected on, including liabilities arising under any Environmental Laws (as herein defined)or reserved against in, which are required by a balance sheet of Parent or in the notes thereto prepared in accordance with generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichconsistently applied, other than liabilities or obligations which would not have, individually or in the aggregate, could reasonably be expected to have a Company MAEParent Material Adverse Effect and liabilities and obligations arising in the ordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. The Company (a) Parent has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents required to be so filed by it since December 31January 1, 1996 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange 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 "Company form (including exhibits and any amendments thereto) filed with the SEC Documents"(collectively, the “Parent Reports”). As of their its respective datesdate, the Company SEC Documents each Parent Report (a) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (exceptGAAP consistently applied during the periods involved, except as may be noted in the case of unaudited statements, Parent Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and to the extent set forth on the consolidated balance sheet of the SEC) applied on a consistent basis during the periods involved (except as may be indicated Parent and its Subsidiaries included in the Parent Reports filed before Closing, including all notes thereto) 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 date of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicebalance sheet, neither the Company Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of Parent or in the Company 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 its consolidated Subsidiaries (ii) liabilities or obligations which have not caused and whichare not reasonably likely to cause, individually or in the aggregate, could reasonably be expected to a Parent Material Adverse Effect. (b) Neither Parent nor its independent auditors have a Company MAEidentified any “material weaknesses” in Parent’s or its Subsidiaries’ internal controls as contemplated under Section 404 of SOX. Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX.

SEC Documents. Undisclosed Liabilities. The Company Buyer has timely filed furnished to Seller true and complete copies ------------- of all required reports, schedules, forms, registration statements and other documents definitive proxy statements filed by it with the SEC since under the Securities Act of 1933 (the "1933 Act") and the Securities Exchange Act of 1934 (the "Exchange Act") for all periods subsequent to December 31, 1996 1998, all in the form so filed (all of the foregoing being collectively referred to as the "Company SEC Documents"). No reports, registration statements or definitive proxy statements were required to be filed by Buyer since December 31, 1998 except for those actually filed and furnished to Seller. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities 1933 Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has been revised or superseded corrected by a later Company Filed SEC Document, as of subsequently filed document with the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSEC. The financial statements of Buyer, including the Company notes thereto, included in the Company SEC Documents (the "Buyer Financial Statements") comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial position condition, operating results and cash flows of the Company and its consolidated Subsidiaries Buyer as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments, which will not be material in amount). Except (i) There has been no change in Buyer's accounting policies except as reflected in such financial statements or described in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or to the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEBuyer Financial Statements.

SEC Documents. Undisclosed Liabilities. The Company (a) TCCR has timely filed delivered to Correlate accurate and complete copies of all required reportsregistration statements, proxy statements, Certifications (as defined below) and other statements, schedules, forms, statements and other documents filed by TCCR with the SEC since December 31May 14, 1996 2021, other than such documents that can be found on the SEC’s website, xxx.xxx.xxx (the "Company “SEC Documents"”). Except as set forth on Schedule 4.6 of the TCCR Disclosure Schedule’s all material statements, reports, schedules, forms and other documents required to have been filed by TCCR or its officers with the SEC since May 14, 2021 have been so filed on a timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the Company date of this Agreement, then on the date of such filing), each of the SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, Act (as the case may be) and, and as of the rules and regulations time they were filed, none of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any untrue statement of manner in which a material fact document or omits information is furnished, supplied, or otherwise made available to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SEC. (b) The financial statements of the Company included (including any related notes) contained or incorporated by reference in the Company SEC Documents comply Documents: (i) complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, have been ; (ii) were prepared in accordance with generally accepted accounting principles GAAP (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis during unless otherwise noted therein throughout the periods involved indicated; and (except as may be indicated in the notes theretoiii) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries TCCR as of the respective dates thereof and the consolidated results of their operations and cash flows of TCCR for the periods then ended (subject, covered thereby. Other than as expressly disclosed in the case SEC Documents filed prior to the date hereof, there has been no material change in TCCR’s accounting methods or principles that would be required to be disclosed in TCCR’s financial statements in accordance with GAAP. The books of unaudited statementsaccount and other financial records of TCCR and each of its subsidiaries (if any) are true and complete in all material respects. (c) To the best of the Company’s Knowledge, TCCR’s independent registered accounting firm has at all times since the date TCCR became subject to yearthe applicable provisions of the Xxxxxxxx-end adjustments). Except Xxxxx Act been: (i) a registered public accounting firm (as reflected defined in such financial statements or in Section 2(a)(12) of the notes thereto, Xxxxxxxx-Xxxxx Act); (ii) for liabilities incurred in connection to the knowledge of TCCR, “independent” with this Agreement or respect to TCCR within the transactions contemplated hereby, meaning of Regulation S-X of the Exchange Act; and (iii) for liabilities to the knowledge of TCCR, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and obligations incurred the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) To the best of the Company’s Knowledge, since September 30January 1, 1997 in 2017, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of TCCR, the board of directors of TCCR or any committee thereof, other than ordinary course audits or reviews of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities accounting policies and practices or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are internal controls required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEXxxxxxxx-Xxxxx Act.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with of its SEC Filings (as defined herein) for the SEC since December 31, 1996 (two year period preceding the "Company SEC Documents")date hereof. As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents Filings complied in all material respects with the requirements of the Securities Act Exchange Act. The SEC Filings as of 1933, as amended (the "Securities Act")their respective dates, or the Exchange Actsuch later date on which such reports were amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents Filings comply as to form, as of their respective dates of filing with the SEC, 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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe 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 generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end normal, recurring adjustments). Except As used herein, the term “SEC Documents” means the Company annual reports on Form 10-K for fiscal year ended February 29, 2009 and 2008 (iincluding any amendments thereto) as reflected in such financial statements or in the notes thereto, and (ii) the Company’s quarterly report on Form 10-Q for liabilities incurred in connection the 2009 and 2008 fiscal years and the term “SEC Filings” means the SEC Documents, along with this Agreement or the transactions contemplated herebyall other reports, schedules, forms, statements and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither other documents that the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are is required by generally accepted accounting principles to be reflected in a consolidated balance sheet file with the SEC pursuant to the reporting requirements of the Company Securities and its consolidated Subsidiaries and whichExchange Act of 1934, individually or in as amended., for the aggregate, could reasonably be expected to have a Company MAEtwo year period preceding the date hereof.

SEC Documents. Undisclosed Liabilities. The Company (i) Entrade and each of its Subsidiaries has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "Company SEC DocumentsSEC") (collectively, the "Entrade Reports"). As of their respective dates, the Company SEC Documents Entrade Reports (A) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act of 1934 (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (B) did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in clause (B) of the Company preceding sentence shall not apply to any misstatement or omission in any Entrade Report filed prior to the date of this Agreement that was superseded by a subsequent report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable report, provided such subsequent report was provided to the Stockholders and the Acquired Corporations prior to the date of this Agreement. For purposes of this Agreement, the Entrade Reports shall include, without limitation, the Rule 424(b)(3) Proxy Statement/Prospectus filed with the SEC on August 20, 1999 and Entrade's Form S-4 registration statement #333-79175 effective on August 19, 1999 (including all exhibits thereto) (collectively, the "Entrade S-4 Registration Statement"). (ii) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to formEntrade Reports (including the related notes and schedules) fairly presents the assets, as of their respective dates of filing with the SECliabilities, changes in all material respects with applicable accounting requirements stockholders' equity and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company Entrade and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Entrade Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flow and changes in cash flow, as the case may be, of Entrade and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments that would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (in each case in accordance with GAAP, except as herein defined), which are required by generally accepted accounting principles to may be reflected in a noted therein. The consolidated balance sheet of Artra Group Incorporated and the Company pro forma balance sheet of Entrade, both dated as of June 30, 1999 and its consolidated Subsidiaries and whichfiled with the SEC in connection with Entrade's Form 8K filing of October 6, individually or in 1999, are referred to herein together as the aggregate, could reasonably be expected to have a Company MAE"Entrade Balance Sheet."

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents with furnished to the SEC since Investor prior to the date hereof copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 1997 ("Form 10-K"), and all other registration statements, reports and proxy statements filed by the Company with the Commission on or after December 31, 1997 (the Form 10-K and such registration 5 40 statements, reports and proxy statements are collectively referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations Each of the SEC promulgated thereunder applicable to such Company SEC Documents, and none as of the Company SEC Documents when filed contained respective date thereof, did not, as of the date thereof, contain any untrue statement of a material fact or omitted 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, except as may have been corrected in a subsequent SEC Document. Except The Company is not a party to any material contract, agreement or other arrangement that was required to have been filed as an exhibit to the extent SEC Documents that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentis not so filed. (b) The Form 10-K contains the Company's audited financial statements (the "Audited Financial Statements") for the fiscal year ended December 31, as of 1997 (the date hereof"Balance Sheet Date"). Since the Balance Sheet Date, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact has duly filed with the Commission all registration statements, reports and proxy statements required to be stated therein or necessary in order to make filed by it under the statements thereinSecurities Exchange Act of 1934, in light of as amended (the circumstances under which they were made"Exchange Act"), not misleadingand the Securities Act. The audited and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply as filed prior to form, as of their respective dates of filing with the SECdate hereof fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with generally accepted accounting principles (except, in the case of unaudited statements, " GAAP ") (except as otherwise permitted by Form 10-Q of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), the Company has no material liabilities (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to year-end adjustments). Except become due, vested or unvested, executory, determined or determinable) other than: (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practicepractices, neither (ii) liabilities with respect to agreements to which the Company nor any of its Subsidiaries has any Investor is a party, and (iii) other liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, that either individually or in the aggregate, could reasonably would not result in a Material Adverse Effect on the Company. (d) The Company meets the requirements for the use of Form S-3 for registration of the sale by the Investor of the Registrable Securities (as defined below), and the Company covenants that it shall file all reports required to be expected filed by the Company with the SEC in a timely manner so as to have a Company MAEmaintain such eligibility for the use of Form S-3.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 1996 2003 (collectively, the "Company SEC DocumentsReports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Documents complied Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC promulgated thereunder applicable or, with respect to such Company SEC Documentsthose not yet filed, and none of the Company SEC Documents when filed contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none No Subsidiary of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact is 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 financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of any filing with the SEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC 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 generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations income, stockholders' equity 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, in all material respects, the results of operations, stockholders' equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) , in each case in accordance with GAAP consistently applied during the periods involved, except as reflected in such financial statements or may be noted therein and, in the notes theretocase of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (iic) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 Except as set forth in the ordinary course of business consistent with past practiceCompany SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected on, or reserved against in, a balance sheet of the Company or in a the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of Xxxxx 00, 0000, (xx) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) on or after March 31, 2006 and its consolidated Subsidiaries prior to the date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by Section 5.1, and which(iv) other liabilities or obligations which would not, individually or in the aggregate, could reasonably be expected to have a Company MAEMaterial Adverse Effect. (d) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management's authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and its Subsidiaries and to maintain accountability for the assets of the Company and its Subsidiaries; (3) access to such assets is permitted only in accordance with management's authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis ("Internal Controls"). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

SEC Documents. Undisclosed Liabilities. The Company has timely (a) Quest and its Subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since December 31, 1996 2004 (each registration statement, report, proxy statement or information statement (other than preliminary materials) they have so filed, each in the "Company SEC Documents"form (including exhibits and any amendments thereto) filed with the SEC, collectively, including the filings made by MLP, the “Quest Reports”). As of their its respective datesdate, the Company SEC Documents each Quest Report (i) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained , except for any statements in any Company Quest Report that have been modified by an amendment to such report filed with the SEC Document has been revised or superseded by a later Company Filed SEC Document, as of prior to the date hereof, none . Except as set forth in Section 6.7(a) of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinQuest Disclosure Letter, in light each of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Quest Reports (including related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (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) thereto and fairly present presents in all material respects the consolidated financial position of the Company Quest and its consolidated Subsidiaries (or such entities as indicated in such balance sheet) as of the dates thereof 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 Quest Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods then ended 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 adjustmentsaudit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth on the consolidated balance sheet of Quest and its Subsidiaries included in the most recent Quest Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or as of the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course date of business consistent with past practicesuch balance sheet, neither the Company Quest nor any of its Subsidiaries has had any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of Quest or in the Company and its consolidated Subsidiaries and notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, could have not had and are not reasonably be expected likely to have a Company MAEQuest Material Adverse Effect. (b) Since December 31, 2004, the chief executive officer and chief financial officer of Quest have made all certifications (without qualification or exceptions to the matters certified) required by the Sxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct; neither Quest nor its officers have received notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Quest has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Quest’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Quest in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Quest as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. The management of Quest has completed its assessment of the effectiveness of Quest’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended December 31, 2006, and such assessment concluded that such controls were

SEC Documents. Undisclosed Liabilities. The Company (a) Buyer has timely filed or furnished all required reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since December 31January 1, 1996 2020, and Buyer has made available to the Company (including through the "Company SEC’s EXXXX database) complete and correct copies of all such documents (collectively, “Buyer’s SEC Documents"”). As of their respective datesdates (or, if amended or supplemented, as of the Company date of the most recent amendment or supplement), each of Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 Act"”), or the Exchange Act, as Securities Act and the case may beSxxxxxxx-Xxxxx Act of 2002, and the any rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company Buyer’s SEC Documents when filed Documents, as of their respective dates, contained any untrue statement of a material fact or omitted 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. Except to . (b) Each of the extent that information consolidated financial statements (including, in each case, any notes thereto) contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company Buyer’s SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes theretothereto and except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of the Company operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), adjustments which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichnot expected, individually or in the aggregate, could reasonably to be expected to have a Company MAEmaterial).

SEC Documents. Undisclosed Liabilities. The Company Basic has timely made available to JetStar each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reportsby it with the Securities and Exchange Commission (“SEC”) since January 1, schedules2006, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC prior to the date hereof (collectively, the “Basic Reports”), and Basic has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since December 31, 1996 (the "Company SEC Documents")such time. As of their respective dates, the Company SEC Documents complied Basic Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Basic Reports (including the SEC, related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Basic and the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and stockholders’ equity included in or incorporated by reference into the Basic 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 Basic and its Subsidiaries for the periods set forth therein, in each case in accordance with 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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected in such financial statements or in audit adjustments and the absence of notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. The Parent has made available to the Company has timely each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reports, schedules, forms, statements and other documents by Parent with the SEC since December 31January 1, 1996 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Company SEC DocumentsParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant A-18 securities statutes, regulations, policies and rules since such time. As of their respective dates, the Company SEC Documents complied Parent Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Parent Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to yearsuch exceptions as may be permitted by Form 10-end adjustments). Except (i) as reflected in such financial statements or in Q of the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseSEC), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed Liabilities. (a) The Company Purchaser has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "Company SEC Documents"“SEC”) since June 30, 1997 (collectively, the “Purchaser Reports”). As of their respective dates, the Company Purchaser Reports, and any such reports, forms and other documents filed by the Purchaser with the SEC Documents complied after the date of this Agreement: (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements representation in clause (iii) of the Company preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date of this Agreement that was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Purchaser Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Purchaser Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Purchaser 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 Purchaser and its subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments that would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed Liabilities. The Company Edge has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since December 31January 1, 1996 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Xxxxxx 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 "Company SEC DocumentsEdge Reports"). As of their its respective datesdate, the Company SEC Documents each Edge Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified or superceded by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply Edge Reports (including the related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, form 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 generally accepted accounting principles (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) thereto and fairly present presents in all material respects the consolidated financial position of the Company Edge and its consolidated Subsidiaries as of the dates thereof 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 Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of Edge and its Subsidiaries for the periods then ended 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 year-end adjustmentsaudit adjustments which will not be material in effect); and said financial statements (including the 25 related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except (i) as reflected in such financial statements or and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or as of the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course date of business consistent with past practicesuch balance sheet, neither the Company Edge nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise)) that would be required to be reflected on, including liabilities arising under any Environmental Laws (as herein defined)or reserved against in, which are required by a balance sheet of Edge or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichhave, individually or in the aggregate, could reasonably be expected to have a Company MAEan Edge Material Adverse Effect.

SEC Documents. Undisclosed Liabilities. The Company has filed with the SEC on a timely filed basis all required reports, schedules, forms, statements and other documents required to be filed by it since July 1, 1996 as such documents since the time of filing may have been amended or supplemented (the "COMPANY SEC DOCUMENTS"). No subsidiary of the Company is required to file with the SEC since December 31any report, 1996 (the "Company SEC Documents")schedule, form, statement or other document. As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company for the fiscal quarter ended March 31, 2001 filed with the SEC (the "MARCH FINANCIAL STATEMENTS") and all other financial statements of the Company included in the Company SEC Documents Documents, including in each case the notes thereto (collectively with the March Financial Statements, the "SEC FINANCIAL STATEMENTS") comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end adjustmentsaudit adjustments and other adjustments described therein). Except (i) as reflected in such financial statements or set forth in the notes theretoMarch Financial Statements and except as arising hereunder, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of and its Subsidiaries has any subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, known or unknownaccrued, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected on or reserved against in a consolidated balance sheet any SEC Financial Statements that are not disclosed, reflected or reserved against in such SEC Financial Statements, except for such liabilities and obligations (i) that have been incurred since March 31, 2001 in the ordinary course of the Company and its consolidated Subsidiaries and whichbusiness, (ii) that, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect on the Company MAEor (iii) arising as a result of the consummation of the transactions contemplated by this Agreement.

SEC Documents. Undisclosed Liabilities. The Company has timely delivered or made available to ADS each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since September 30, 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 the Company with the SEC since December 31such date, 1996 each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC DocumentsReports"). As of their respective dates, each of the Company SEC Documents 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 of 1933, as amended (the "Securities Act"), or and/or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none thereunder. None of the Company SEC Documents when filed contained Reports contained, as of the date they were filed, any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Company has filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since September 30, 1996. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) 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 operations and cash flows for the periods then ended its date (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments which would not be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company 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 the Company and its 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 (i) as reflected in There are no extraordinary or non-recurring items of income or expense during the periods covered by such financial statements and the consolidated balance sheets of the Company 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, (ii) for liabilities incurred in connection with this Agreement . Except as and to the extent reflected or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 reserved against in the ordinary course of business consistent with past practicefinancial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 (the "Company Form 10-Q") or as disclosed therein or in the Disclosure Statement, neither the Company nor any of its Subsidiaries has had as of such date any liabilities liability or obligations obligation of any nature (kind, whether accrued, absolute, known contingent, unliquidated or unknownother and whether due or to become due (including any liability for breach of contract, asserted breach of warranty, torts, infringements, claims or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein definedlawsuits), which are required by generally accepted accounting principles was material to be reflected in a consolidated balance sheet the business, assets, results of operations or financial condition of the Company and its consolidated Subsidiaries and taken as a whole. Except as set forth in the Disclosure Statement, since December 31, 1999, neither the Company nor any Company Subsidiary has incurred any liability or obligation of any kind which, individually in any case or in the aggregate, could reasonably is material to the business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, except in the ordinary course of business. The financial statements of the Company, including the notes thereto, included in or incorporated by reference into the Company Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP (except as may be expected indicated in the notes thereto). Since September 30, 1996, there has been no change in the Company's accounting methods or principles that would be required to have a be disclosed in the Company's financial statements in accordance with GAAP, except as described in the notes to such Company MAEfinancial statements.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reportsmade available to Parent each registration statement, schedulesreport, forms, statements and other documents with the SEC proxy statement or information statement prepared by it since December 31, 1996 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC DocumentsReports"). Since December 31, 1994, the Company has not failed to make any required filing with the SEC on a timely basis. As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company 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 its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit 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. Except (i) as reflected in such financial statements or in and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 1995, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 as set forth in the ordinary course of business consistent with past practiceCompany Reports, neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregatenotes thereto, could reasonably be expected to have a Company MAEprepared in accordance with United States generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. The Company (a) Transocean has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since December 31January 1, 1996 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the "Company form (including exhibits and any amendments thereto) filed with the SEC Documents"(collectively, the “Transocean Reports”). As of their its respective datesdate, the Company SEC Documents each Transocean Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act each of 1933, as amended (the "Securities Act"), or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been corrected by subsequent filings with the SEC prior to the date hereof, none . (b) Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Transocean Reports (including the SEC, related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Transocean and its Subsidiaries as of 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 Transocean Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Transocean and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (exceptGAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to Transocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) applied on a consistent basis during Since January 1, 2004, (A) the periods involved exercise price of each Transocean Option has been no less than the Fair Market Value (except as may be indicated in defined or determined under the notes thereto) and fairly present in all material respects the consolidated financial position terms of the Company and its consolidated Subsidiaries respective Transocean Benefit Plan under which such Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of the dates thereof and the consolidated results grant of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated herebyTransocean Option, and (iiiB) for liabilities all grants of Transocean Options were validly issued and obligations incurred since September 30properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, 1997 in and no such grants involved any “back dating” or similar practices with respect to the ordinary course effective date of business consistent with past practicegrant or exercise price, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichexcept as, individually or in the aggregate, could has not had and would not be reasonably be expected likely to have or result in a Company MAETransocean Material Adverse Effect.

SEC Documents. Undisclosed Liabilities. The Company Parent has timely filed all required reports, schedules, forms, statements and other documents required by the Parent to be filed with the SEC since December 31October 27, 1996 2010 (the "Company “SEC Documents"”). As of their respective datesits date, the Company each SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules rules, policy statements and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted 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 Parent filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. Except , except to the extent that information contained in any Company such SEC Document has Documents have been revised modified or superseded by a later Company Filed filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company SEC Documents comply as to formParent’s Registration Statement on Form S-1 (File No. 333-168831), as of their respective dates of filing with amended, for the SECfiscal years ended December 31, 2008 and December 31, 2009 and the nine-months ended September 30, 2010, 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP 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 the Company and its consolidated Subsidiaries Parent as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments)ended. Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with the transactions contemplated by this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practicesince the date of the most recent balance sheet included in the SEC Documents, neither the Company Parent nor any Subsidiary of its Subsidiaries Parent has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) required by generally accepted accounting principles GAAP to be reflected in set forth on a consolidated balance sheet of Parent or the Company and its consolidated Subsidiaries and notes thereto which, individually or in the aggregate, could reasonably be expected to would have a Company MAEmaterial adverse effect on the financial condition, results of operations, businesses, properties, assets or liabilities of Parent. None of the Subsidiaries of Parent is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports(a) A true and complete copy of each annual, schedules, forms, statements quarterly and other documents report, registration statement, and definitive proxy statement filed by Purchaser with the SEC since December 31, 1996 (the "Company “Purchaser SEC Documents")”) is available on the web site maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective filing dates, the Company Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Purchaser SEC Documents, and none of the Company Purchaser SEC Documents when filed contained on their respective filing dates any untrue statement of a 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. Except , except to the extent that information corrected by a subsequently filed Purchaser SEC Document filed prior to the date of this Agreement. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in any Company the Purchaser SEC Document has been revised or superseded by a later Company Filed SEC DocumentDocuments, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, (i) are true and correct and complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any similar or successor form under the Exchange Act), and (iii) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Purchaser as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectindicated therein, in except that the case of unaudited statements, interim financial statements may not contain certain footnotes and were or are subject to normal and recurring year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. 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, formsfor the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, statements and other documents together with the SEC since Schedules to this Agreement furnished by or on behalf of the Company, the Company's Registration Statement on Form S-3 (File No. 333-56601) declared effective by the Commission on August 13, 1998, and any press releases, copies of which are attached as Exhibit 2.1(k), issued by the Company subsequent to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (1997, the "Company SEC DocumentsDisclosure Materials")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, when filed filed, contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 (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 operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such Since the date of the financial statements or included in the notes theretoCompany's last filed Annual Report on Form 10-K, (ii) for liabilities incurred there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEDisclosure Materials.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements (a) All reports and other documents with filed or furnished by the Issuer pursuant to the Exchange Act through the SEC’s Electronic Data Gathering, Analysis and Retrieval system prior to the date hereof (collectively, the “SEC Filings”) are publicly available for viewing by the Purchasers. The SEC Filings are the only filings required of the Issuer pursuant to the Exchange Act for such period. At the time of filing thereof, the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents Filings complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a any 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 , except to the extent that information contained in any Company SEC Document such document has been revised or superseded by a later Company Filed filed SEC DocumentFiling. The Issuer has included in the Annual Report a list of all material agreements, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact contracts and other documents that it reasonably believes are required to be stated therein or necessary in order filed as exhibits to make the statements therein, in light of the circumstances under which they were made, not misleading. Annual Report. (b) The financial statements of the Company Issuer included in the Company SEC Documents comply as to formannual report on Form 10-K for the year ended December 31, as of their respective dates of filing with 2006 (the SEC, in all material respects with applicable accounting requirements “Annual Report”) and the published rules and regulations of quarterly report on Form 10-Q for the SEC with respect theretothree months ended March 31, 2007 (the “Quarterly Report”), have been prepared in accordance with generally accepted accounting principles (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 (i) as may be indicated in the notes theretothereto or otherwise, or (ii) as to the Quarterly Report, to the extent it may exclude footnotes) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Issuer as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated herebyThe Issuer has not had any disagreement with, and (iii) for liabilities and obligations incurred since September 30the Issuer has not changed, 1997 in its independent public accounting firm during the ordinary course of business consistent with past practice, neither periods covered by the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAESEC Filings.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents required to be so filed by it since December 31January 1, 1996 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange 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 “Company SEC Documents"Reports”). As of their its respective datesdate, the each Company SEC Documents Report complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact consolidated balance sheets included in or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of incorporated by reference into the Company included in Reports (including the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof 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 their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended 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 (subject“Company Financial Statements”) (a) complied as to form in all material respects with the published rules and regulations of the SEC, and (b) was prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the case Company Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and to the extent set forth on the consolidated balance sheet of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or the Company and its Subsidiaries included in the Company Reports filed before Closing, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or as of the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course date of business consistent with past practicesuch balance sheet, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of the Company 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 its consolidated Subsidiaries (ii) liabilities or obligations which have not caused and whichare not reasonably likely to cause, individually or in the aggregate, could reasonably be expected to have a Company MAEMaterial Adverse Effect. (b) Neither the Company nor its independent auditors have identified any “material weaknesses” in the Company’s or its Subsidiaries’ internal controls as contemplated under Section 404 of SOX. The Company has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX.

SEC Documents. Undisclosed Liabilities. The Company To the best knowledge of the Seller, the Buyer has timely received each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RAM Reports"). To the best knowledge of the Seller, the RAM Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by the Corporation under the 33 Act, the Securities Exchange Act of 1934, as amended (the "Company SEC Documents34 Act")) and the rules and regulations promulgated thereunder. As of their respective dates, the Company SEC Documents RAM Reports (a) complied as to form in all material respects with the applicable requirements of the Securities 33 Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the 34 Act together with all rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (b) did not contain any untrue statement of a material fact or omitted 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, made therein not misleading. Except to To the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as best knowledge of the date hereofSeller, none each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light balance sheets of the circumstances under which they were made, not misleading. The financial statements of the Company Corporation included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with RAM Reports (including the SEC, in all material respects with applicable accounting requirements related notes and schedules) fairly presents the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Corporation as of its date and each of the dates thereof and the consolidated results statements of their operations income, retained earnings and cash flows of the Corporation included in or incorporated by reference into the RAM 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 Corporation for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments which would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles to consistently applied during the periods involved, except as may be reflected in a consolidated balance sheet of the Company noted therein and its consolidated Subsidiaries and whichexcept, individually or in the aggregatecase of any unaudited statements, could reasonably be expected to have a Company MAEas permitted by Form 10-Q promulgated under the 34 Act.

SEC Documents. Undisclosed LiabilitiesFinancial 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, formsfor the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, statements and other documents to the extent filed with the SEC since December Commission on or after March 31, 1996 (1997, being collectively referred to herein as the "Company SEC Documents" and, together with the Schedules to this Agreement, the ")Disclosure Materials") 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 Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, when filed filed, contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to formDocuments, as of their respective dates of filing with the SECwhen filed, 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 have been prepared in accordance with generally accepted accounting principles (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 (involved, except as may be indicated 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 operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such Since the date of the financial statements or included in the notes theretoCompany's Quarterly Report on Form 10-Q for the period ended June 30, 1997, except as specifically set forth in Schedule 2.1(j), there has been no event, occurrence or development that has had or resulted in a Material Adverse Effect or that could (ii) for liabilities incurred other than those affecting any industry in connection with this Agreement which the Company or any Subsidiary operates or the transactions contemplated hereby, and (iiieconomy in general) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have or result in a Company MAEMaterial Adverse Effect.

SEC Documents. Undisclosed Liabilities. 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 SEC since December 31, 1996 three years preceding the date hereof (the foregoing materials being collectively referred to herein as the "Company SEC Documents")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, when filed filed, contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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 (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 subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such Since the date of the financial statements or included in the notes theretoCompany's last filed Quarterly Report on Form 10-Q, (ii) for liabilities incurred there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEDisclosure Materials.

SEC Documents. Undisclosed LiabilitiesMEDIQ has delivered or made available to XXXXXX each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, the "MEDIQ Reports"). The Company has timely Except as set forth on Schedule 8.5 the MEDIQ Reports were filed all required reports, schedules, forms, statements and other documents with the SEC since December 31in a timely manner and constitute all forms, 1996 reports and documents required to be filed by MEDIQ under the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the "Company SEC DocumentsSecurities Laws"). As of their respective dates, the Company SEC Documents MEDIQ Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none consolidated balance sheets of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company MEDIQ included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with MEDIQ Reports (including the SEC, 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 generally accepted accounting principles consistently applied the consolidated financial position of MEDIQ and its subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of MEDIQ included in or incorporated by reference into the MEDIQ Reports (including the related notes and schedules) fairly presents in all material respects in accordance with generally accepted accounting principles consistently applied the results of operations, retained earnings or cash flows, as the case may be, of MEDIQ and its 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 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 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December copies of its Annual Reports on Form 10-KSB for the fiscal year ended March 31, 1996 2006 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActFORM 10-KSB"), or March 31, 2005 and March 31, 2004, and all other registration statements, reports and proxy statements that have been required to be filed by the Company with the SEC under the the Exchange Act, and the 1933 Act on or after March 31, 2006, including, but not limited to, the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006 (to the extent it is filed with the SEC), June 30, 2006 and its Current Reports on Form 8-K filed June 1, 2006 and June 30, 2006 (the Form 10-KSB, such Forms 10-QSB and 8-K, and such registration statements, reports and proxy statements, are collectively referred to herein as the case may be, and the rules and regulations "SEC DOCUMENTS"). Each of the SEC promulgated thereunder applicable to such Company SEC Documents, and none as of the respective date thereof, does not, and each of the registration statements, reports and proxy statements filed by the Company with the SEC Documents when filed contained after the date hereof and prior to the Closing will not, as of the date thereof, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company is not a party to any material contract, agreement or other arrangement required to be filed as an exhibit to the SEC Documents that is not so filed. (b) The Form 10-KSB includes the Company's audited financial statements (the "AUDITED FINANCIAL STATEMENTS") for the fiscal year ended March 31, 2006 (the "BALANCE SHEET DATE") and 2005.The audited and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply as filed prior to form, as of their respective dates of filing with the SECdate hereof fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with generally accepted accounting principles (except, in "GAAP") (except for the case omission of unaudited statements, certain footnotes as permitted by Form 10-Q of the SECQSB) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the dates thereof Balance Sheet Date and the consolidated results of their operations and cash flows for the periods then ended (subject, subject to normal year and audit adjustments in the case of unaudited interim financial statements). (c) Except as and to the extent reflected or reserved against in the Company's Audited Financial Statements (including the notes thereto), to year-end adjustments). Except the knowledge of the Company, the Company has no material liabilities required to be set forth in a balance sheet under GAAP (whether accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined or determinable) other than: (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business since the Balance Sheet Date that are consistent with the Company's past practicepractices, neither (ii) liabilities with respect to agreements to which the Company nor any of its Subsidiaries has any Investor is a party, and (iii) other liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, that either individually or in the aggregate, could reasonably be expected to have would not result in a Material Adverse Effect. (d) Since January 1, 2003, the Company MAEhas been in compliance, and shall remain compliant, in all material respects with the requirements of the 1933 Act, the Exchange Act as well as the registration and/or qualification requirements of all applicable state securities laws.

SEC Documents. Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of the Company SEC Documents prepared by the Company since January 1, 1995, in the form (including exhibits and any amendments thereto) filed with the Securities & Exchange Commission (the "SEC"), (collectively, the "Company Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of balance sheets included in or incorporated by reference into the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make Reports (including the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the dates thereof and the consolidated results statements of their operations earnings, changes in shareholders' equity and cash flows 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, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including except (a) as set forth in the Company Reports, (b) liabilities arising under any Environmental Laws (as herein defined)or obligations reflected on, which are required by generally accepted accounting principles to be reflected in or reserved against in, a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregatenotes thereto, could prepared in accordance with GAAP consistently applied and included in the Company Reports, and (c) liabilities or obligations incurred in the ordinary course of business which are not reasonably be expected likely to have a Company MAEMaterial Adverse Effect.

SEC Documents. Undisclosed Liabilities. The Company TCP has timely delivered or made available to the Contract Parties each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed all required reportsby TCP with the Securities and Exchange Commission ("SEC") since such date, schedules, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since December 31(collectively, 1996 (the "Company SEC DocumentsTCP Reports"). As of their respective dates, the Company SEC Documents TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, thereunder; and none of the Company SEC Documents when filed contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none consolidated balance sheets of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company TCP included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with TCP Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries TCP as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows of TCP included in or incorporated by reference into the TCP 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 TCP for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments). Except (i) as reflected audit adjustments which would not be material in such financial statements amount or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseeffect), including liabilities arising under any Environmental Laws (in each case in accordance with GAAP consistently applied during the periods involved, except as herein defined), which are required by generally accepted accounting principles to may be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAEnoted therein.

SEC Documents. Undisclosed LiabilitiesThe Company has made available to Buyer prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement (as declared effective and any post-effective amendments), definitive proxy statement and other documents (together with all amendments thereof and supplements thereto) filed by the Company or any Company Subsidiary with the SEC since December 31, 1999 (as such documents have since the time of their filing been amended or supplemented, the "Company Reports"), which are all the documents (other than preliminary material) that the Company or any other Company Subsidiary were required to file under the Securities Laws since such date. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC Company Reports since December 31, 1996 (the "Company SEC Documents")1999. As of their respective dates, the Company SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements ("Financial Statements") of the Company included in or incorporated by reference into the Company SEC Documents comply Reports (including in each case the related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, 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 generally accepted accounting principles (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) Securities Laws and fairly present in all material respects presents the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of income, retained earnings, results of their operations and cash flows of the Company included in or incorporated by reference into the Company 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 Company Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments which would not be material in amount or effect). Except (i) , in each case in accordance with GAAP consistently applied during the periods involved, except as reflected in such financial statements or may be noted therein and except, in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet case of the Company and its consolidated Subsidiaries and whichunaudited statements, individually as permitted by Form 10-Q or in Form 8-K of the aggregate, could reasonably be expected to have a Company MAESEC.

SEC Documents. Undisclosed Liabilities. The Company has timely made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since December October 31, 1996 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC DocumentsReports"). As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Documentmisleading except for such statements, if any, as of have been modified by subsequent filings with the SEC prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity ("retained earnings") of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of their operations and operations, cash flows or retained earnings, as the case may be, of the Company and its Subsidiaries for the periods then ended 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 year-end audit adjustments), in each case in accordance 10 17 with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except (i) as reflected in such financial statements or in and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at October 31, 1996, including all notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of the Company and its consolidated Subsidiaries and whichor in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the aggregate, could reasonably be expected to have a Company MAEMaterial Adverse Effect and liabilities and obligations arising in the ordinary course of business since such date.

SEC Documents. Undisclosed Liabilities. The Company Xxxxx has timely made available to Frontier each registration statement, report, proxy statement or information statement (other than preliminary materials) filed all required reportsby Xxxxx with the Securities and Exchange Commission (“SEC”) since July 31, schedules2000, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC prior to the date hereof (collectively, the “Xxxxx Reports”), and Xxxxx has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since December 31, 1996 (the "Company SEC Documents")such time. As of their respective dates, the Company SEC Documents complied Xxxxx Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Company SEC Documents, accounting requirements and none of the Company SEC Documents when filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has misleading except for such statements, if any, as have been revised modified or superseded by a later Company Filed subsequent filings with the SEC Document, as of prior to the date hereof, none . Each of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Xxxxx Reports (including the SEC, in all material respects with applicable accounting requirements related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company Xxxxx and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Xxxxx Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Xxxxx and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to yearsuch exceptions as may be permitted by Form 10-end adjustments). Except (i) as reflected in such financial statements or in Q of the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwiseSEC), including liabilities arising under any Environmental Laws (as herein defined), which are required by in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be reflected material in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually amount or in the aggregate, could reasonably be expected to have a Company MAEeffect.

SEC Documents. Undisclosed LiabilitiesUnigene’s Common Stock is registered under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”). The Company 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 SEC since December 31, 1996 Securities and Exchange Commission (the "Company “SEC”) pursuant 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents, and none of the Company SEC Documents when Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to As of their respective dates, the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Unigene included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, 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 United States generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) 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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Unigene as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. Undisclosed Liabilities. The Other Reports and Xxxxxxxx-Xxxxx. (a) Company has timely made all filings required to be filed all required reports, schedules, forms, statements and other documents by it with the SEC under the Securities Act or the Exchange Act since December 31June 30, 1996 2012 (the "“Company SEC Documents"”). As of their respective datesfiling dates or, if amended, as of the date of the last amendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and and, at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsrespective times they were filed, and none of the Company SEC Documents when filed contained any untrue statement of a 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, 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 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or as required by GAAP, Company has not, between June 30, 2012 and the date hereof, made or adopted any change in its accounting methods, practices or policies in effect on June 30, 2012 that would be required to be disclosed in the Company SEC Documents. (b) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and former principal financial officer of (c) Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) as reflected that Company maintains records that, in such financial statements or in reasonable detail, accurately and fairly reflect the notes theretorespective transactions and dispositions of assets of Company and its Subsidiaries, (ii) for liabilities incurred that transactions are recorded as necessary to permit preparation of financial statements in connection conformity with this Agreement or the transactions contemplated herebyGAAP, and (iii) for liabilities that receipts and obligations incurred since September 30expenditures are being made only in accordance with authorizations of management and the Board of Directors of Company and (iv) regarding prevention or timely detection of the unauthorized acquisition, 1997 use or disposition of Company’s and its Subsidiaries’ assets that could have a material effect on Company’s financial statements. Company’s management has completed an assessment of the effectiveness of Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. As of their respective filing dates or, if amended, as of the date of the last amendment prior to the date hereof, to the extent required by applicable Law, Company has disclosed, in any applicable Company SEC Document that is a report on Form 10-K or Form 10- Q or any amendment thereto prior to the date hereof, any change in Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Company’s internal control over financial reporting. Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to Company’s auditors and the audit committee of Company’s Board of Directors (x) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practiceinternal control over financial reporting that are reasonably likely to adversely affect Company’s ability to record, neither process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. (d) Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by Company nor in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications required pursuant to Sections 302 (e) No accounting rule, opinion, standard, consensus or pronouncement applicable to Company or any of its Subsidiaries has been finally adopted and not subsequently withdrawn by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force, the Public Company Accounting Oversight Board or any liabilities similar body that Company or obligations any of any nature its Subsidiaries is required to implement (whether accrued, absolute, known currently or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (after a prescribed transition period) but has not yet implemented as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company date of this Agreement and its consolidated Subsidiaries and whichthat, individually or in the aggregateif so implemented, could would reasonably be expected to have a Material Adverse Effect on Company. (f) Company MAEis in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither Company nor any of its Affiliates has made, arranged or modified personal loans to any executive officer or director of Company.

SEC Documents. Undisclosed Liabilities. (i) The Company has timely filed all required reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC Securities and Exchange Commission ("SEC") since December 31, 1996 (collectively, together with the Company's Registration Statement on Form S-1 (File No. 333-14573) in the form in which it became effective, the "Company SEC DocumentsReports"). As of their respective dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC Documents complied after the date of this Agreement and before the Closing (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may beAct of 1934, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsand (ii) did not, and none of the Company SEC Documents when filed contained or will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as . (ii) Each of the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements balance sheets of the Company included in or incorporated by reference into the Company SEC Documents comply as to form, as of their respective dates of filing with Reports (including the SEC, in all material respects with applicable accounting requirements related notes and schedules) fairly presents the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the dates thereof and the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company 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 for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit 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. Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the The Company nor any of its Subsidiaries has does not have any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are ) that would be required by generally accepted accounting principles to be reflected in on, or reserved against in, a consolidated balance sheet of the Company or described in the notes thereto, under generally accepted accounting principles consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the balance sheet of the Company as of December 31, 1997 or March 31, 1998; (ii) liabilities or obligations arising in the ordinary course of business since December 31, 1997 and its consolidated Subsidiaries and which(iii) liabilities or obligations which would not, individually or in the aggregate, could reasonably be expected to have a Company MAEMaterial Adverse Effect.