Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) CBS and Infinity have filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS Viacom and Infinity Blockbuster have filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBSViacom's and InfinityBlockbuster's meetings of shareholders stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS Viacom or Infinity Blockbuster with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS Viacom SEC Reports"). The CBS Viacom SEC Reports, as well as all forms, reports and documents to be filed by CBS Viacom or Infinity Blockbuster with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS Viacom subsidiary, except InfinityBlockbuster, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has timely filed all forms, reports and other documents required to be filed by it with the SEC from since December 31, 1996 1998, and has heretofore made available to Parent, in the form filed with the SEC and as amended prior to the date of this Agreement, includinghereof: (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 2001 and 2002; (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since January 1, 2002; (iii) all other forms, reports and other registration statements filed by the Company with the SEC since January 1, 2003 through the date hereof (the forms, reports and other documents referred to in clauses (i), (ii), ) and (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS Company SEC Reports"); and (iv) complete (i.e., unredacted) copies of each exhibit to the Company SEC Reports filed with the SEC. The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, : (ix) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, including, without limitation, such requirements resulting from the Xxxxxxxx-Xxxxx Act of 2002, to the extent applicable thereto; (iiy) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, ; and (iiiz) did not at the time they were filed, or will not at the time they are filed, filed omit any documents required to be filed as exhibits thereto. No CBS subsidiarySubsidiary is required to file any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Company (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 1996, (ii) Quarterly Reports on Form 10-Q and all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to CBS's and InfinityParent's meetings of shareholders stockholders (whether annual or special) since January 1, 1997, and (the forms, iv) all amendments and supplements to all such reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity Parent with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, ((i)(iv) collectively, as the "CBS PARENT SEC ReportsREPORTS"). The CBS Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (ia) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (iib) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Parent's Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December since October 31, 1996 1996, and has heretofore made available to Parent and Purchaser, in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports on Form 10-KK for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q and (iiiQ) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), ) and (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC ReportsREPORTS"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, filed in a timely manner or will not at the time they are filed, omit any documents required were deemed filed in a timely manner pursuant to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) CBS Company has filed and Infinity have filed made available to Buyer all forms, reports and documents documents, and any amendments thereto, required to be filed by it Company with the SEC from December 31Securities and Exchange Commission ("SEC") since January 1, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports")1997. The CBS SEC Reports, as well as all All such required forms, reports and documents to be filed by CBS or Infinity with the SEC (including those that Company may file after the date hereof and prior until the Closing) are referred to herein as the Effective Time, "Company SEC Reports" The Company SEC Reports (i) were or will be prepared in accordance compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such Company SEC Reports, and (ii) except to the extent that information contained in the Company SEC Reports has been amended or superseded by a later filed Company SEC Report, did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Company's Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS Sunburst has made available to Ho a correct and Infinity have complete copy, or there has been available on the XXXXX system maintained by the U.S. Securities and Exchange Commission (the "SEC"), copies of each report, registration statement and definitive proxy statement filed by Sunburst with the SEC for the 10 years prior to the date of this Agreement (the "Sunburst SEC Reports"), which, to Sunburst's knowledge, are all the forms, reports and documents required to be filed by it Sunburst with the SEC from December 31, 1996 for the 10 years prior to the date of this Agreement. As of their respective dates, includingto Sunburst's knowledge, the Sunburst SEC Reports: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such Sunburst SEC Reports, and (ii) did not at the time they were filed, filed (and if amended or will not at superseded by a filing prior to the time they are filed, date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS Acquiror, and Infinity have each Acquiror Subsidiary required to file, has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC from December 31since January 1, 1996 1997, and has heretofore furnished to the date Company, in the form filed with the SEC since such date, together with any amendments thereto, all of this Agreementsuch forms, including: reports, statements and other documents, including without limitation, its (i) Annual Reports on Form 10-K, ; (ii) Quarterly Reports on Form 10-Q and Q; (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders stockholders (whether annual or special); (iv) reports on Form 8-K; and (the forms, v) other reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other or registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, Acquiror and/or such Acquiror Subsidiaries (collectively, as the "CBS Acquiror SEC Reports"). The CBS As of their respective filing dates, the Acquiror SEC Reports, as well as Reports (including all forms, reports and documents to be Acquiror SEC Reports filed by CBS or Infinity with the SEC after the date hereof of this Agreement and prior to the Effective Time, ): (ix) were complied (or will be prepared comply when filed) as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act, as applicable; and the Exchange Act, as the case may be, and the rules and regulations thereunder, (iiy) did not at the time they were filed, or will shall not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . No Acquiror Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, report, statement or other document with the SEC except Infinity, is subject to in conjunction with the periodic reporting requirements filling of the Exchange ActAcquiror SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all formsor furnished to Parent, reports and documents required to be filed including by it with filing on the SEC from December 31SEC’s XXXXX system, 1996 to the date of this Agreement, including: (i) Annual Reports the Company’s annual reports on Form 10-KK for its fiscal years ended December 31, 2004, 2003 and 2002, (ii2) Quarterly Reports its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, and June 30, 2005, (iii3) its proxy or information statements relating to CBS's and Infinity's meetings of shareholders the stockholders of the Company held (whether annual or specialactions taken without a meeting by such stockholders) since December 31, 2004, and (the iv) all of its other registration statements, forms, reports and other documents referred to in clauses (i)filed with the SEC since December 31, (ii)2004. All such registration statements, (iii) and all other forms, reports and other registration statements filed by CBS documents (including those that the Company may file or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC furnish after the date hereof and prior until the Closing) are referred to herein as the Effective Time, “Company SEC Reports.” The Company SEC Reports (i) were or will be prepared filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in accordance all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such Company SEC Reports, and (iiiii) did not at the time they were filed, or will not at the time they were or are filedfiled (or, if amended or superseded by a subsequent filing, on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. There are no off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2016, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2001, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS The Company has previously furnished or made available to Parent true, complete and Infinity have filed all formsaccurate copies, reports and documents required to be filed by it with the SEC from December 31as amended or supplemented, 1996 to the date of this Agreement, including: its (ia) Annual Reports on Form 10-KKSB for the calendar years ended December 31, (ii) 1996, 1997 and 1998 and Quarterly Reports Report on Form 10-Q QSB for the quarter ended March 31, 1999, as filed with the Securities and Exchange Commission (iiithe "SEC"), (b) proxy statements relating to CBS's and Infinity's all meetings of shareholders its stockholders (whether annual or special) since January 1, 1998 and (the forms, reports and other documents referred to in clauses (i), (ii), (iiic) and all other formsreports or registration statements, reports and other registration statements than Registration Statements on Form S-8, filed by CBS or Infinity the Company with the SEC since January 1, 1998. Except as set forth in Section 2.8 of the Company Disclosure Schedule, the Company has timely filed all reports and schedules required to be filed with the SEC (collectively, the "Company SEC Reports") required to be filed by it pursuant to the Exchange Act and the SEC Regulations promulgated thereunder. Except as set forth in Section 2.8 of the Company Disclosure Schedule, the Company SEC Reports were prepared in accordance, and complied as of their respective dates in all material respects, with the requirements of the Exchange Act and the SEC Regulations promulgated thereunder and did not as of their respective dates (or if amended by a filing prior to the date hereof, then as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (isuch amendment) were or will be prepared in accordance with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of extent superseded by a Company SEC Report filed subsequently and prior to the Exchange Actdate hereof.

SEC Filings; Financial Statements. (ai) CBS and Infinity have It has filed all formsreports, reports registration statements, proxy statements, offering circulars, schedules and other documents required to be filed by it (collectively, the “SEC Reports”) with the SEC from Securities and Exchange Commission (the “SEC”) since December 31, 1996 2009 under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports. Its SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (B) at the time they were filed (or if amended or superseded by another SEC Report filed prior to the date of this Agreement, including: (i) Annual Reports then on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings the date of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (isuch filing), did not (ii), (iii) and all other forms, reports and other registration statements any SEC Reports filed by CBS or Infinity with the SEC as of after the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (iAgreement will not) were or will be prepared in accordance with the requirements of the Securities Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2008, Tercica has filed all forms, reports and documents required to be filed by it with the SEC from December 31SEC, 1996 except to the date extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to Ipsen on the SEC Website. In addition, all exhibits to the Tercica SEC Reports are available on the SEC Website, except to the extent of this AgreementConfidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Tercica SEC Reports have been so filed, including: and all material contracts that were filed as exhibits to Tercica’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms, and Tercica is not in default thereunder, except where any such default has not resulted in or would not reasonably be expected to result in a loss of any material right granted to Tercica thereunder. As of their respective filing dates, the Tercica SEC Reports (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to complied in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act, as the case may be, Act and the rules and regulations thereunderof the SEC thereunder applicable to such Tercica SEC Reports, and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS Each of LFC and Infinity have Keyport Life Insurance Company has filed with the SEC all required reports, schedules, forms, reports statements and other documents required to be filed under the Exchange Act from January 1, 1999 through the date hereof. All documents (including exhibits and financial statement schedules) filed by it the LFC and Keyport Life Insurance Company with the SEC from December 31, 1996 pursuant to the Securities Act or the Exchange Act from January 1, 1999 through the date of this Agreement, including: hereof are referred to herein as the "Prior SEC Filings". The Prior SEC Filings (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to comply in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity material respects with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, Act and the rules and regulations thereunder, (ii) did not at the time they were filedfiled contain, or will not at the time they are filedhave been amended to correct, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinfact, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filedfiled omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or will not at have been amended to correct any such omission, and (iv) in the time event of subsequent modifications of the circumstances or the basis on which they are filedhad been made, omit any documents required to be filed as exhibits thereto. No CBS subsidiarywere, except Infinity, is subject to the periodic reporting requirements of extent required by the Securities Act or Exchange Act, amended in order to make them not misleading in any material respects in the light of such new circumstances or basis.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31since May 1, 1996 1997. The Company has delivered to Parent, in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports Report on Form 10-KK for the year ended December 31, 1997, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 1998, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) (the formsheld since May 1, reports and other documents referred to in clauses (i)1997, (ii), (iiiiv) and all other forms, reports and other or registration statements filed by CBS or Infinity the Company with the SEC as (other than Reports on Form 10-Q, Reports on Form 3, 4 or 5 and Schedules 13G filed on behalf of affiliates of the date of this AgreementCompany) since May 1, including 1997 and (v) all amendments and supplements thereto to all such reports and registration statements filed by the Company with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS The Company has made and Infinity have will make available to Parent a correct and complete copy of each report, schedule, form, registration statement, proxy statement and other document filed by the Company with the Securities and Exchange Commission (the “SEC”) since January 1, 2002 (together with all information incorporated by reference therein, the “Company SEC Reports”), which are all the reports, schedules, forms, reports statements and other documents required to be filed by it the Company with the SEC from December 31since January 1, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as 2002. Each of the date of this Agreement, including all amendments and supplements thereto filed with the Company SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and the Exchange Actrules and regulations promulgated thereunder (“SOX”), in each case, applicable to such Company SEC Report as of its respective date, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, filed (and if amended or will not at superseded by a filing prior to the time they are filed, date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s subsidiaries is required to file any reports or other documents with the SEC. The Company has made available to Parent correct and complete copies of all correspondence between the SEC, on the one hand, and (iii) did not at the time they were filedCompany and any of its subsidiaries, on the other, since January 1, 2002, including all SEC comment letters and responses to such comment letters by or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements on behalf of the Exchange ActCompany. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2018, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2001, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31since October 1, 1996 1999, and has heretofore delivered or made available via XXXXX to Parent, in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports on Form 10-KK for the fiscal years ended September 1999, 2000, and 2001, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 29, 2001 and Xxxxx 00, 0000, (iiixxx) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since September 1999 and (iv) all other forms and reports, including reports on Form 8-K, and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since September 1999 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to hereinbeing, collectively, as the "CBS SEC ReportsREPORTS"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with either the requirements of the Securities ActAct of 1933, as amended (together with the rules and regulations promulgated thereunder, the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed, unless amended or will not at superceded (in which case, if amended or superceded, as of the time they are fileddate of such amendment or supercession), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . No Subsidiary of the time they were filed, or will not at the time they are filed, omit any documents Company is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act of 2001, as amended (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has timely filed all forms, reports and documents required to be filed by it with the SEC from December 31since June 29, 1996 to 1999. Without limiting the date generality of this Agreementthe foregoing, includingthe Company has filed: (i) its Annual Reports Report on Form 10-KK for the fiscal years ended September 30, 1999 and 2000, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 31, 2000 and Xxxxx 00, 0000, (iiixxx) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since June 29, 1999 and (iv) all current reports filed on Form 8-K (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms(iv) above (including any exhibits, reports annexes and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all any amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to hereinthereto) being, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of either the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) (A) in the case of SEC Reports filed pursuant to the Securities Act, did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of and giving effect to such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading and (B) in the case of SEC Reports filed pursuant to the Exchange Act, did not, as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . No Subsidiary of the time they were filed, or will not at the time they are filed, omit any documents Company is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Parent (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 1994 and 1995, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since January 1, 1995, (the forms, iv) all other reports and or registration statements (other documents than Reports on Form 10-Q not referred to in clauses (i), clause (ii)) above) filed by the Company with the SEC since January 1, 1995, and (iiiv) all amendments and supplements to all other forms, such reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreementsince January 1, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, 1995 (collectively, as the "CBS Company SEC Reports"). The CBS Except as disclosed in Section 3.7 of the Company Disclosure Schedule, the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for STAT Healthcare, and (iii) did not at Inc., none of the time they were filed, or will not at the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (ai) CBS and Infinity have The Company has timely filed all forms, reports and documents required to be filed by it with the SEC from December 31Securities and Exchange Commission (the “SEC”) and has heretofore made available to Purchaser, 1996 to in the date of this Agreementform filed with the SEC, includingits: (i1) most recent Annual Reports Report on Form 10-K, (ii) K and Quarterly Reports Report on Form 10-Q Q; (2) most recent proxy statement for the annual meeting of stockholders and (iii3) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto Current Reports on Form 8-K filed with the SEC as of since the date of this Agreementthe Company’s most recent report on Form 10-Q, above being referred to herein, if any (collectively, as the "CBS “SEC Reports"”). The CBS SEC Reports, : (A) complied as well as to form in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared material respects in accordance with the requirements of the Securities Act, Exchange Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, (iiB) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Report has been updated, and (iii) did not at revised, supplemented or amended by a later-filed SEC Report, none of the time they were filedSEC Reports contains, as of the Execution Date or will not at as of the time they are filedClosing Date, omit any documents as applicable, an untrue statement of material fact or omits to state a material fact required to be filed as exhibits theretostated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No CBS subsidiaryAs of the date of this Agreement, except Infinity, no subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or transmitted by it with or to the SEC from December 31since January 1, 1996 to 2005 (such documents filed or otherwise transmitted since January 1, 2005, the date “SEC Reports”). As of this Agreementtheir respective dates, including: (i) Annual Reports on Form 10-Kor, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the formsif amended, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementthe last such amendment (in the case of SEC Reports filed or transmitted prior to the date hereof, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and last such amendment prior to the Effective Timedate hereof), (i) were or will be prepared each of the SEC Reports complied as to form in accordance all material respects with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (ii) did not at and if so amended or superseded, then on the time they were fileddate of such subsequent filing (but in the case of SEC Reports filed or transmitted prior to the date hereof, or will not at the time they are fileddate of the last such amendment prior to the date hereof)), contain none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the SEC from since December 31, 1996 to the date of this Agreement, including: 1999 (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the such forms, reports reports, statements, schedules and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to hereinbeing, collectively, as the "CBS Parent SEC Reports"). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) at the time they were or will be prepared filed or, if amended, as of the date of such amendment, complied in accordance all material respects with the all applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of Parent is required to file any form, report or other document with the SEC. Except as set forth in Section 6.06 of the Parent Disclosure Schedule, Parent has not received any non-routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the NYSE or any other Governmental Authority or, to the knowledge of Parent, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Parent SEC Reports or any of the information contained therein. True and complete copies of any such written inquires or interrogatories have been furnished to the Company, and (iii) did not at the time they were filedCompany has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Acthearings.

SEC Filings; Financial Statements. (a) CBS The Company has made available to Parent a correct and Infinity complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by it the Company with the SEC from December 31since such date; provided that, 1996 to if the date Company amends any of the Company SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates, including: (i) Annual the Company SEC Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the any forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity Company with the SEC after the date hereof and prior to the Effective Time, of this Agreement (i) were complied or will be prepared comply in accordance all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable thereto, and (ii) did not at the time they were filed, filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinmade, in the light of the circumstances under which they were made, not misleading, and (iii) did not at provided, however, that no representation is made with respect to information included in the time they were filed, Company SEC Reports that was provided in writing by Parent or will not at Sub. None of the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to file any reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Target has filed all forms, reports and documents required to be filed by it with the SEC from December 31Securities and Exchange Commission (the "SEC") since January 28, 1996 2000, and has previously made available to Acquiror, in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports Report on Form 10-KK for the fiscal years ended December 31, 1999 and Xxxxxxxx 00, 0000, (iixx) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001 and September 30, 2001, (iii) all proxy statements relating to CBS's and Infinity's Target meetings of shareholders stockholders (whether annual or special) held since January 28, 2000, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Target with the SEC since January 28, 2000, (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, collectively, as the "CBS Target SEC Reports"), and (v) complete (i.e., unredacted) copies of each exhibit to the Target SEC Reports filed with the SEC. The CBS Target SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity Target with the SEC after the date hereof of this Agreement and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has heretofore delivered or made available to the date of this AgreementCompany, including: in the form filed with the SEC, (i) its Annual Reports Report on Form 10-KK for the fiscal year ended June 27, 1997 (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and InfinityParent's meetings of shareholders stockholders (whether annual or special) (the formssince June 10, reports and other documents referred to in clauses (i), (ii)1996, (iii) and all other forms, reports and other or registration statements filed by CBS or Infinity Parent with the SEC as of the date of this AgreementSEC, including and (iv) all amendments and supplements thereto to all such reports and registration statements filed by Parent with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Parent SEC Reports"). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Parent's subsidiaries is required to be filed as exhibits theretofile any forms, reports or other documents with the SEC. No CBS subsidiarySince September 29, except Infinity1997, which is subject to the periodic reporting requirements date of the Exchange Actlast Parent SEC Report, no event has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2021, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2021, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have SEC FILINGS. Compaq has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC from December 31since January 1, 1996 1998. Compaq has made available to HP all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Compaq may file subsequent to the date of this Agreementhereof), including: (i) Annual Reports on Form 10-Kas amended, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents are referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, herein as the "CBS COMPAQ SEC Reports"). The CBS REPORTS." As of their respective dates, the Compaq SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance and complied in all material respects with the requirements of the Securities ActAct of 1933, and as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations thereunder, of the SEC thereunder applicable to such Compaq SEC Reports and (ii) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at except to the time they were filed, or will not at extent corrected prior to the time they are filed, omit any documents date hereof by a subsequently filed Compaq SEC Report. None of Compaq's Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2007, Tercica has filed all forms, reports and documents required to be filed by it with the SEC from December 31SEC, 1996 except to the date extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to Ipsen on the SEC Website. In addition, all exhibits to the Tercica SEC Reports are available on the SEC Website, except to the extent of this AgreementConfidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Tercica SEC Reports have been so filed, including: and all material contracts that were filed as exhibits to Tercica’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms, and Tercica is not in default thereunder, except where any such default has not resulted in or would not reasonably be expected to result in a loss of any material right granted to Tercica thereunder. As of their respective filing dates, the Tercica SEC Reports (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to complied in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act, as the case may be, Act and the rules and regulations thereunderof the SEC thereunder applicable to such Tercica SEC Reports, and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed by it with the SEC from December since March 31, 1996 to 1993 (collectively, the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i"SEC REPORTS"), (ii), (iii) and each of which has complied in all other forms, reports and other registration statements filed by CBS or Infinity material respects with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. The Company has heretofore delivered or promptly will deliver to Newco, in the form filed with the SEC (including any amendments thereto), (i) its (and, to the extent applicable, its subsidiaries') Annual Reports on Form 10-K for each of the three fiscal years ended June 3, 1994, June 2, 1995 and May 31, 1996 (as amended by the Form 10-K/A filed with the SEC on September 30, 1996), (ii) did not at all definitive proxy statements relating to the time they were Company's (and such subsidiaries') meetings of stockholders (whether annual or special) held since March 31, 1993 and (iii) all other SEC Reports. No SEC Report contained, when filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference 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 revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Newco prior to the date hereof), and (iii) did not at none of the time they were filed, SEC Reports filed prior to the date hereof contains any untrue statement of a material fact or will not at the time they are filed, omit any documents omits to state a material fact required to be filed as exhibits thereto. No CBS subsidiarystated or incorporated by reference therein or necessary in order to make the statements therein, except Infinity, is subject to in the periodic reporting requirements light of the Exchange Actcircumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC from since December 31, 1996 to the date of this Agreement2012, including: including (i) its Annual Reports on Form 10-KK for the fiscal years ended, December 31, 2012, December 31, 2013 and December 31, 2014, respectively, (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and Infinity's Parent’s meetings of shareholders stockholders (whether annual or special) (the formsheld since December 31, reports and other documents referred to in clauses (i), (ii)2012, (iii) and all other forms, reports and other or registration statements filed by CBS or Infinity Parent with the SEC as of the date of this Agreementsince December 31, including 2012, and (iv) all amendments and supplements thereto to the foregoing filed by Parent with the SEC as of the date of this Agreementsince December 31, above being referred to herein, 2012 (collectively, as the "CBS “Parent SEC Reports"”). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (iA) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (iiB) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Reports. To the Knowledge of Parent, and (iii) did not at none of the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Parent SEC Reports is subject to the periodic reporting requirements ongoing SEC review. None of the Exchange ActParent Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of Parent’s consolidated group. Parent is and has been since December 31, 2012 in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December since October 31, 1996 2009, and has heretofore made available (including through the SEC’s XXXXX filing system) to the date of this AgreementParent, including: (i) Annual Reports on the Form 10-KKs for the fiscal years ended October 31, 2010, 2011 and 2012, (ii) its Quarterly Reports Report on Form 10-Q and for the fiscal quarter ended January 31, 2013, (iii) all proxy statements relating to CBS's and Infinity's the Company’s meetings of shareholders (whether annual or special) held since January 1, 2010, and (iv) all other documents, forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company (including those filed on a voluntary basis) with the SEC since November 1, 2012 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms(iv) above, reports and other registration statements filed by CBS or Infinity with in each case as may have been amended, being, collectively, the “Company SEC as of the date of this AgreementReports”). The Company SEC Reports, including all amendments and supplements thereto Company SEC Reports filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Timehereof, (i) were or will be prepared in accordance with either the requirements of the Securities Act, and the Exchange Act and/or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, (ii) did not not, at the time they were filed, or will or, if amended, as of the date of such amendment, contain or, if not at the time they are yet filed, will contain any untrue statement of a material fact or omit or, if not yet filed, will 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, and (iii) did not at . No Subsidiary of the time they were filed, or will not at the time they are filed, omit any documents Company is required to be filed as exhibits theretofile any form, report or other document with the SEC. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements As of the Exchange Actdate of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31(including all amendments and supplements thereto), 1996 to the date of this Agreement, including: including (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 2006, (ii) its Quarterly Reports Report on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and (iiiiv) its proxy statements statement relating to CBS's and Infinity's meetings Parent’s annual meeting of shareholders held May 11, 2007 (whether annual or special) (collectively, the forms, reports and other documents referred to in clauses (i“Parent SEC Reports”), (ii), (iii) except that Parent intends within 90 days following the execution and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date delivery of this AgreementAgreement to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, including all 2006 to present its historical financial information on the basis of its new operating segments, adopted by Parent starting in 2007, and to make various other amendments and supplements thereto filed with that are, taken in the SEC as of the date of this Agreementwhole, above being referred not expected to herein, collectively, as the "CBS SEC Reports")be material. The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared and complied in accordance all material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed by it with the SEC from December since March 31, 1996 to the date of this Agreement, including: 1993 (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as each of which has complied in all forms, reports and documents to be filed by CBS or Infinity material respects with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. The Company has heretofore delivered or promptly will deliver to Newco, in the form filed with the SEC (including any amendments thereto), (i) its (and, to the extent applicable, its subsidiaries') Annual Reports on Form 10-K for each of the three fiscal years ended June 3, 1994, June 2, 1995 and May 31, 1996 (as amended by the Form 10-K/A filed with the SEC on September 30, 1996), (ii) did not at all definitive proxy statements relating to the time they were Company's (and such subsidiaries') meetings of stockholders (whether annual or special) held since March 31, 1993 and (iii) all other SEC Reports. No SEC Report contained, when filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference 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 revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Newco prior to the date hereof), and (iii) did not at none of the time they were filed, SEC Reports filed prior to the date hereof contains any untrue statement of a material fact or will not at the time they are filed, omit any documents omits to state a material fact required to be filed as exhibits thereto. No CBS subsidiarystated or incorporated by reference therein or necessary in order to make the statements therein, except Infinity, is subject to in the periodic reporting requirements light of the Exchange Actcircumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 1, 1996 1994, and has heretofore delivered to the date of this AgreementPurchaser, including: in the form filed with the SEC, its (i) Annual Reports on Form 10-KK for the fiscal years ended December 31, 1995 and 1996 (including all amendments prior to the date hereof), (ii) Quarterly Report on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1994 and (iv) all other forms, reports, registrations, schedules, statements and other documents required to be (other than Reports on Form 10-Q and not referred to in clause (iiiii) proxy statements relating above) filed by the Company since January 1, 1994 with the SEC pursuant to CBS's and Infinity's meetings the Exchange Act or the Securities Act of shareholders 1933, as amended (whether annual or specialthe "Securities Act") (the forms, reports and other as such documents referred to in clauses (iherein have been amended since the time of their filing, collectively, the "SEC Reports"). As of their respective dates, (ii)or, (iii) and all other formsif amended, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementthe last such amendment, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all formsincluding without limitation, reports and documents to be filed by CBS any financial statements or Infinity with the SEC after the date hereof and prior to the Effective Time, schedules included therein (i) were or will be prepared complied in accordance all material respects with the applicable requirements of the Securities Act, Exchange Act and the Exchange Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of the Company contained in the SEC Reports (the "Financial Statements") have been prepared from, and are in accordance with the books and records of the Company, comply 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 United States generally accepted accounting principles (iii"GAAP") did not at applied on a consistent basis throughout the time they were filedperiods involved (except as may be indicated in the notes thereto) and fairly presented the consolidated financial position of the Company and the consolidated results of operation, or will not at cash flows and changes in financial position of the time they are filed, omit any documents required to be filed Company as exhibits thereto. No CBS subsidiaryof and for the periods indicated, except Infinity, is that the unaudited interim financial statements were or are subject to the periodic reporting requirements of the Exchange Actnormal and recurring yearend adjustments. SECTION 4.6.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed by it with the SEC from December since March 31, 1996 to the date of this Agreement, including: 1993 (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as each of which has complied in all forms, reports and documents to be filed by CBS or Infinity material respects with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. The Company has heretofore delivered or promptly will deliver to Newco, in the form filed with the SEC (including any amendments thereto), (i) its (and, to the extent applicable, its subsidiaries') Annual Reports on Form 10-K for each of the three fiscal years ended June 3, 1994, June 2, 1995 and May 31, 1996 (as amended by the Form 10-K/A filed with the SEC on September 30, 1996), (ii) did not at all definitive proxy statements relating to the time they were Company's (and such subsidiaries') meetings of stockholders (whether annual or special) held since March 31, 1993 and (iii) all other SEC Reports. No SEC Report contained, when filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference 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 re- vised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Newco prior to the date hereof), and (iii) did not at none of the time they were filed, SEC Reports filed prior to the date hereof contains any untrue statement of a material fact or will not at the time they are filed, omit any documents omits to state a material fact required to be filed as exhibits thereto. No CBS subsidiarystated or incorporated by reference therein or necessary in order to make the statements therein, except Infinity, is subject to in the periodic reporting requirements light of the Exchange Actcircumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 1, 1996 1994, and has heretofore made available to the date of this AgreementCompany, including: in the form filed with the SEC, (i) its Annual Reports Report on Form 10-KK for the fiscal years ended December 31, 1994 and Decexxxx 00, 0000, (iixx) xxx Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996, (iii) all proxy statements relating to CBS's and InfinityParent's meetings of shareholders stockholders (whether annual or special) held since January 1, 1994, (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above filed by Parent with the SEC since January 1, 1994 and prior to the date hereof (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, collectively, as the "CBS Parent SEC Reports"), and (v) complete (i.e., unredacted) copies of each exhibit (which is in effect as of the date of this Agreement) to the Parent SEC Reports filed with the SEC. The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 Securities and Exchange Commission (the "SEC") and has heretofore --- delivered to the date of this AgreementCompany, including: in the form filed with the SEC, (i) its Annual Reports Report on Form 10-KK for the fiscal year ended June 29, 1997, (ii) its Quarterly Reports Report on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (for the formsquarter ended September 27, reports and other documents referred to in clauses (i), (ii)1997, (iii) and all other formsits proxy statement relating to Parent's annual meeting of shareholders held November 20, reports and other registration statements 1997, (iv) its proxy statement relating to Parent's special meeting of shareholders held December 30, 1997, (v) its Current Reports on Forms 8-K filed by CBS or Infinity with the SEC as of on December 5, 1997 and December 11, 1997 and its Forms 8-K/A filed with the date of this AgreementSEC on December 12, including 1997 and February 9, 1998 and (vi) all amendments and supplements thereto to all such reports and statements filed by Parent with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS PARENT SEC ReportsREPORTS"). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all ------------------ material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Parent's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 1998, the Company has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC from December 31SEC, 1996 to the date of this Agreement, including: including (iA) all Annual Reports on Form 10-K, (iiB) all Quarterly Reports on Form 10-Q and Q, (iiiC) all proxy statements relating to CBS's and Infinity's meetings of shareholders stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii)D) all Reports on Form 8-K, (iiiE) and all other forms, reports and other or registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including and (F) all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, all such reports and registration statements (collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, (i) were or and will be prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder, each as applicable to such SEC Reports and (ii) did not at as of the time they were filed, or and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not at as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. To the knowledge of the Company as of the date hereof, there is no material unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC in writing with respect to the SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have Aircraft Service International Group, Inc. ("ASIG") has filed ---- all forms, reports and documents required to be filed by it with the SEC from December since March 31, 1996 2000 (the "Audit Date") and has heretofore made available to Buyer, in ---------- the date of this Agreementform filed with the SEC (including all exhibits, including: annexes and amendments thereto), (i) its Annual Reports on Form 10-KK since the Audit Date, (ii) its Quarterly Reports on Form 10-Q since the Audit Date, and (iii) proxy all other forms, reports and other registration statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) filed by ASIG with the SEC since the Audit Date (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, collectively, as the "CBS ASIG ---- SEC Reports"). The CBS ASIG SEC Reports, as well as all Reports and any forms, reports and other documents to be ------------ filed by CBS or Infinity ASIG with the SEC after the date hereof and prior to the Effective Time, of this Agreement (ix) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . No other Company Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have filed Parent has made available to the Stockholders all forms, reports and documents required to be filed by it Parent with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q Securities and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) Exchange Commission (the forms"SEC") since January 1, reports and other documents referred to in clauses 2005 (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS Parent SEC Reports"), all of which were filed. The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) at the time they were or will be prepared filed complied as to form in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, and as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements (including, in each case, any related notes) contained in Parent SEC Reports complied as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iiiexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC) did not and fairly presented the consolidated financial position of Parent and its subsidiaries as at the time they were filedrespective dates and the consolidated results of its operations and cash flows for the periods indicated (subject, or will not at in the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements case of the Exchange Act.unaudited financial statements, to normal year end recurring adjustments). 4.8

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December since July 31, 1996 1995, and has heretofore made available to Buyer, in the date of this Agreementform filed with the SEC (excluding any exhibits thereto), including: (i) its Annual Reports on Form 10-K, for the fiscal years ended July 31, 1995, 1996 and 1997, (ii) its Quarterly Report on Form 10-Q for the quarter ended January 31, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held on or after July 31, 1995, and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above and (iii) proxy statements relating preliminary materials), including any and all amendments or supplements to CBS's and Infinity's meetings any of shareholders (whether annual or special) the items referred to herein, filed by the Company with the SEC since July 31, 1995 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as all Reports and any forms, reports and other documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, of this Agreement (ix) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . No Company Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Acquiror has filed all forms, reports reports, exhibits and other documents required to be filed by it with the SEC from Securities and Exchange Commission (the "SEC") between June 24, 1999 and the date of this Agreement and has made --- available to the Company (i) its Annual Report on Form 10-K for the year ended December 31, 1996 1999 (the "1999 10-K"), (ii) all proxy statements relating to the --------- Company's meetings of stockholders (whether annual or special) held between June 24, 1999, and the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy all other reports or registration statements relating (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of the Company) filed by the Company with the SEC between June 24, 1999, and the date hereof, and (iv) all amendments and supplements to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, all such reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Acquiror SEC Reports"). The CBS Acquiror SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be -------------------- prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, -------------- as amended (the "Exchange Act") and the Exchange ActSEC's rules and regulations thereunder ------------ (collectively, the "Federal Securities Laws"), as the case may be, and the rules and regulations thereunder, (ii) did ----------------------- not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . No subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Acquiror has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 30, 1996 1996, and has heretofore made available to the date of this AgreementCompany, including: in the form filed with the SEC (including any exhibits thereto), (i) Annual Reports its Special Financial Report on Form 10-KK for the fiscal year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, (iii) its proxy statements statement relating to CBS's its 1996 meeting of stockholders, and Infinity's meetings of shareholders (whether annual or specialiv) all other forms, reports and registration statements filed by it with the SEC since January 30, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other (iv) above being referred to herein collectively as the "Acquiror SEC Reports"). The Acquiror SEC Reports and any forms, reports and other registration statements documents filed by CBS or Infinity the Acquiror with the SEC as of after the date of this Agreement, including all amendments and supplements thereto filed (x) complied with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared comply in accordance all material respects with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have MHGC has filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the SEC from December 31since January 1, 1996 to 2009 (collectively, the date of this Agreement, including: “SEC Reports”). The SEC Reports (i) Annual Reports on Form 10-Kat the time they were filed and, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the formsif amended, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementsuch amendment, including complied in all amendments and supplements thereto filed material respects with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the Exchange ActAct or SOX, as the case may be, and the rules and regulations thereunder, promulgated thereunder and (ii) did not not, at the time they were filed, or will not at and, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no material unresolved, and (iii) did not at pending or, to the time they were filedknowledge of the Buyer Parties, threatened proceedings, requests or inquiries of, or will not at investigations by the time they are filed, omit any documents required SEC with respect to be filed as exhibits thereto. No CBS subsidiarythe SEC Reports, except Infinityas would not, is subject to individually or in the periodic reporting requirements aggregate, have a Buyer Material Adverse Effect. To the knowledge of the Exchange ActBuyer Parties, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened regarding any accounting practices of MHGC or any of its Subsidiaries, except as would not, individually or in the aggregate, have a Buyer Material Adverse Effect.

SEC Filings; Financial Statements. (aA) CBS The Company has delivered or made available to Parent accurate and Infinity have complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 2001 (the "Company SEC Documents") as well as all formscomment letters received by the Company from the SEC since January 1, reports 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, schedules, forms and other documents required to be have been filed by it the Company or its officers with the SEC from December 31have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. Except as set forth in Part 2.4(a) of the Disclosure Schedule, 1996 as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, including: then on the date of such filing): (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings each of shareholders (whether annual or special) (the forms, reports and other documents referred to Company SEC Documents complied in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity material respects with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) did not at none of the time they were filed, or will not at the time they are filed, contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . The certifications and statements required by: (iiiA) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act; and (B) 18 U.S.C. ss.1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Company SEC Documents (collectivxxx, xxx "Xxxxifications") are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 2, the term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports reports, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since March 21, 1995, and has heretofore made available to Acquiror, in the form filed with the SEC from December 31since such date, 1996 to the date of this Agreementtogether with any amendments thereto, including: its (i) Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q and Q, (iii) all proxy statements relating to CBS's and Infinity's meetings of shareholders stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii)iv) all reports on Form 8-K, and (iiiv) and all other forms, reports and other or registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, Company (collectively, as the "CBS Company SEC Reports"). The CBS As of their respective filing dates the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared complied as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act, ") and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements, including all related notes and schedules, contained in the Company SEC Reports (iiior incorporated by reference therein) did not fairly present the consolidated financial position of the Company and the Company Subsidiaries as at the time they were filed, or will not at respective dates thereof and the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements consolidated results of operations and cash flows of the Exchange ActCompany and the Company Subsidiaries for the periods indicated in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject in the case of interim financial statements to normal year-end adjustments. Section 3.7.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since August 6, 2020, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements executive officer of the Exchange ActCompany has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31since July 1, 1996 1993 and has made available to the date of this Agreement, including: Parent (i) its Annual Reports on Form 10-KK for the fiscal years ended July 2, 1994, July 1, 1995 and June 29, 1996, (ii) its Quarterly Reports Report on Form 10-Q for the quarterly periods ended September 28, 1996 and December 28, 1996, and, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders (whether annual or special) held since July 1, 1993, (the forms, iv) all other reports and or registration statements (other documents than Reports on Form 10-Q not referred to in clauses (i), clause (ii)) above) filed by the Company with the SEC since July 1, 1993, and (iiiv) all amendments and supplements to all other forms, such reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Company SEC Reports"). The CBS Except as disclosed in Section 2.07 of the Company Disclosure Schedule, the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has delivered to the date of this Agreement, including: Parent (i) its Annual Reports Report on Form 10-KKSB for the year ended December 31, 1994, (ii) its Quarterly Reports on Form 10-Q QSB for the periods ended March 31, 1995, June 30, 1995 and September 00, 0000, xxxxxxxxxxxx, (iiixxx) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders (whether annual or special) (the formsheld since May 11, reports and other documents referred to in clauses (i)1994, (ii), (iiiiv) and all other forms, reports and other or registration statements filed by CBS or Infinity the Company with the SEC as of (other than Reports on Forms 3, 4 and 5 and Schedules 13D and/or 13G filed with the date of this AgreementSEC and copied to the Company) since December 31, including 1993, and (v) all amendments and supplements thereto to all such reports and registration statements filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did . The Company is not at aware of any material discrepancies in the time they were filed, or will Company's SEC Reports which have not at been corrected. None of the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Company has timely filed all forms, reports reports, statements and documents required to be filed by it (A) with the SEC from and the NNM since December 13, 1996 (collectively, together with the Registration Statement (as defined herein), except for the section titled 'Risk Factors', as such registration statement may be amended, and the Proxy Statement (as defined herein), except for the section titled 'Risk Factors', as such proxy statement may be amended, and any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the 'Company Reports') and (B) with any other Governmental Entities. Each Company Report (it being understood that the forms that will constitute Company Reports for the Company's Form 10Q for each of the three months ended March 31, 2001 and June 30, 2001 and 12 the Company's Form 10K for the year ended December 31, 1996 2000 shall be such forms as amended by the Company in response to SEC comments to the date of this Agreement, including: Registration Statement) (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be was prepared in accordance with the requirements of the Securities Act, and the Exchange ActAct or the rules and regulations of the NNM, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedit was filed (or, or will not with respect to any registration statement filed under the Securities Act, at the time they are filed, of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each form, report, statement and document referred to in clause (iiiB) did not at of this Section 4.07(a) was prepared in all material respects in accordance with the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits theretorequirements of applicable Law. No CBS subsidiary, except Infinity, Company Subsidiary is subject to the periodic reporting requirements of the Exchange ActAct or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity.

SEC Filings; Financial Statements. (a) CBS and Infinity have Target has filed all forms, reports and documents required to be filed by it with the SEC from December 31Securities and Exchange Commission (the "SEC") and has previously made available to Acquiror, 1996 to in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports Report on Form 10-KK for the fiscal years ended December 31, 1999 and Xxxxxxxx 00, 0000, (iixx) its Quarterly Reports on Form 10-Q for the periods ended June 30, 2000, March 31, 2000, September 30, 1999 and June 30, 1999 (iii) proxy all other forms, reports and other registration statements relating (other than Quarterly Reports on Form 10-Q referred to CBS's and Infinity's meetings of shareholders in clause (whether annual ii) above) filed by Target with the SEC on or special) after January 1, 1995 (the forms, reports and other documents referred to in clauses (i), (ii), ) and (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS Target SEC Reports"), and (iv) complete (i.e., unredacted) copies of each exhibit to the Target SEC Reports filed with the SEC. The CBS Target SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity Target with the SEC after the date hereof of this Agreement and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Buyer or its predecessor corporation has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Company (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 2000, (ii) its Quarterly Report on Form 10-Q for the period ended September 30, 2001 and (iii) all proxy statements relating to the Buyer's meetings of stockholders (whether annual or special) held since January 1, 2001, (iv) all other reports or registration statements (other than Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents not referred to in clauses (i), clause (ii)) above) filed by the Buyer with the SEC since January 1, 2001, and (iiiv) all amendments and supplements to all other forms, such reports and other registration statements filed by CBS or Infinity the Buyer with the SEC as of the date of this Agreementsince January 1, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, 2001 (collectively, as the "CBS Buyer SEC Reports"). The CBS Except as disclosed in Schedule 6.4(a), the Buyer SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Buyer's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have CCG has filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 2013 (collectively, the “SEC from December 31, 1996 to the date of this Agreement, including: Reports”). The SEC reports (i) Annual Reports on Form 10-Kat the time they were filed and, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the formsif amended, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementsuch amendment, including complied in all amendments and supplements thereto filed material respects with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and the Securities Exchange ActAct of 1934, as amended, or the Sxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations thereunder, promulgated thereunder and (ii) did not not, at the time they were filed, or will not at and if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no material unresolved, and (iii) did not at pending or, to the time they were filedKnowledge of the Buyer Parties, threatened proceedings, requests or inquiries of, or will not at investigations by the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject SEC with respect to the periodic reporting requirements SEC Reports. To the Knowledge of the Exchange ActBuyer Parties, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened regarding any accounting practices of CCG or any of its Subsidiaries.

SEC Filings; Financial Statements. (a) CBS and Infinity have Acquiror has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 30, 1996 1996, and has heretofore made available to the date of this AgreementCompany, including: in the form filed with the SEC (including any exhibits thereto), (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 1996; (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (iii) its Current Report on Form 8-K dated June 12, 1997 related to the acquisition of Safesite Records Management Corporation, as amended by its Current Report on Form 8-K/A dated August 26, 1997; (iv) its proxy statements statement relating to CBS's its 1997 meeting of stockholders; and Infinity's meetings of shareholders (whether annual or specialv) all other forms, reports and registration statements filed by it with the SEC since August 14, 1997 (the forms, reports and other documents referred to in clauses (i), ) through (ii), (iiiv) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, herein collectively as the "CBS Acquiror SEC Reports"). The CBS Acquiror SEC Reports, as well as all Reports an d any forms, reports and other documents to be filed by CBS or Infinity the Acquiror with the SEC after the date hereof and prior to of this Agreement through the Effective TimeClosing Date, (ix) were complied with or will be prepared comply in accordance all material respects with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading and (iii) did not at the time they were filedhave been, or will be, filed on a timely basis. Acquiror has previously furnished to the Company a true, correct and complete copy of any amendments or modifications (i) that have been made to any document filed as an exhibit to the Acquiror SEC Reports and (ii) that have not at the time they yet been, but are filed, omit any documents required to be be, filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have filed Seller has filed, all forms, reports and documents required to be filed by it Seller with the SEC from December 31, 1996 to since the effective date of this Agreementthe registration statement of Seller's initial public offering, including: (i) Annual Reports except where the failure to make such filings, either individually or in the aggregate, could not be reasonably be expected to result in a material adverse effect on Form 10-Kthe Purchased Assets, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual the Consulting Business or special) (the formsSeller, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports")respectively. The CBS SEC Reports, as well as all All such required forms, reports and documents (including those that Seller may file subsequent to be filed by CBS or Infinity with the SEC after the date hereof and prior hereof) are referred to herein as the Effective Time"SELLER SEC REPORTS." As of their respective dates, the Seller SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities ActAct of 1933, and as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations thereunder, of the SEC thereunder applicable to such Seller SEC Reports and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at except to the time they were filed, or will not at extent corrected prior to the time they are filed, omit any documents date of this Agreement by a subsequently filed Seller SEC Report. None of Seller's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from since December 31, 1996 1992, and has heretofore delivered to the date of this AgreementCompany, including: in the form filed with the SEC, (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, (ii) Quarterly Reports 1993 and 1994 and its quarterly report on Form 10-Q for the fiscal quarters ended March 31, 1995 and June 30, 1995 (iiiii) all proxy statements relating to CBS's and InfinityParent's meetings of shareholders stockholders (whether annual or special) (the formsheld since December 31, reports and other documents referred to in clauses (i), (ii)1994, (iii) and all other formsreports or registration statements (other than Reports on Form 3, 4 or 5 filed on behalf of affiliates of the Parent) filed by Parent with the SEC since December 31, 1994 and (iv) all amendments and supplements to all such reports and other registration statements filed by CBS or Infinity Parent with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Parent SEC Reports"). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, 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 material in amount. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. 17 22 (d) The Parent has provided to the Company copies of (x) all of its material contracts and (iiiy) did not at all agreements which, as of the time they were fileddate hereof, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject with the SEC pursuant to the periodic reporting requirements of the Exchange ActAct and the SEC's rules thereunder as "material contracts" of the Parent and its subsidiaries. SECTION 3.08.

SEC Filings; Financial Statements. (a) CBS Applied Spectrum has made available to the Company a correct and Infinity have complete copy, or there has been available on EXXXX, copies of each report, registration statement and definitive proxy statement filed by Applied Spectrum with the SEC for the 36 months prior to the date of this Agreement (the “Applied Spectrum SEC Reports”), which, to Applied Spectrum’s Knowledge, are all the forms, reports and documents required to be filed by it Applied Spectrum with the SEC from December 31, 1996 for the 36 months prior to the date of this Agreement. As of their respective dates, includingto Applied Spectrum’s Knowledge, the Applied Spectrum SEC Reports: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance and complied in all material respects with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such Applied Spectrum SEC Reports, and (ii) did not at the time they were filed, filed (and if amended or will not at superseded by a filing prior to the time they are filed, date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, and (iii) did not at Applied Spectrum makes no representation or warranty whatsoever concerning the Applied Spectrum SEC Reports as of any time other than the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents (including all exhibits thereto) required to be filed by it with the SEC from December 31since July 1, 1996 to the date of this Agreement1998, including: including its (i) Annual Reports on Form 10-KK for the fiscal years ended June 30, 1999 and June 30, 1998, respectively, (ii) the Quarterly Reports Report on Form 10-Q and for the fiscal quarter ended September 30, 1999, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since July 1, 1998 and (the forms, reports and other documents referred to in clauses (i), (ii), (iiiiv) and all other forms, reports and other or registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreementsince July 1, 1998 (collectively, including all amendments and supplements thereto filed with the SEC as of the date of this Agreementexhibits thereto, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents Reports (including but not limited to be filed any financial statements or schedules included or incorporated by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, reference therein) (i) were at the time they became effective, in the case of registration statements, or will be prepared when filed, in accordance the case of any other SEC Report, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, promulgated thereunder and (ii) do not (except to the extent revised or superseded by a subsequent filing with the SEC), and did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject file any statements or reports with the SEC pursuant to the periodic reporting requirements Sections 13(a) or 15(d) of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports reports, registration statements, proxy statements, schedules and documents required to be filed by it with the SEC from December 31since October 3, 1996 1997 and has heretofore made available to Buyer, in the date of this Agreementform filed with the SEC (excluding any exhibits thereto), including: (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Form 10-K"), (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998 (iiixxx "Xxxxx Xxxxxxx Xxxx 00-X"), (xxx) xxx proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since October 1, 1997 and (iv) all other forms, reports, other registration statements and schedules (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above and preliminary materials) filed by the Company with the SEC since October 3, 1997 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as all Reports and any forms, reports and other documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, of this Agreement (ix) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act, ") and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . No Company Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS Publico has delivered to Operating Company accurate and Infinity complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Publico with the SEC since April 25, 2005 (the “Publico SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. Except as would not have filed a Publico Material Adverse Effect, all formsstatements, reports reports, schedules, forms and other documents required to be have been filed by it Publico with the SEC from December 31have been filed on a timely basis. As of the time it was filed with the SEC (or, 1996 if amended or superseded by a filing prior to the date of this Agreement, including: then on the date of such filing): (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings each of shareholders (whether annual or special) (the forms, reports and other documents referred to Publico SEC Documents complied in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity material respects with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) did not at the time they were filed, or will not at the time they are filed, contain none of Publico SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (iiiB) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements 18 U.S.C. §1350 (Section 906 of the Exchange Xxxxxxxx-Xxxxx Act) relating to Publico SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities.

SEC Filings; Financial Statements. (a) CBS ART has filed with the Securities and Infinity have filed Exchange Commission (the "SEC") all reports, schedules, forms, reports statements and other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") to be filed by it with ART since January 1, 1999 as filed on or before the date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein the "ART SEC from December 31, 1996 to Reports"). As of their respective dates (except if revised or superseded by a subsequent filing on or before the date of this Agreement, including: as of such date), the ART SEC Reports (including the financial statements included therein) (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating complied as to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to form in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. ART has filed with the SEC as exhibits to the ART SEC Reports all agreements, contracts and (iii) did not at the time they were filed, other documents or will not at the time they are filed, omit any documents instruments required to be filed so filed, and such exhibits are in all material respects true and complete copies of such agreements, contracts and other documents or instruments, as exhibits thereto. No CBS subsidiary, except Infinity, is the case may be (subject to any confidential treatment requests allowing excision of confidential information from the periodic reporting requirements publicly filed document). None of ART's subsidiaries is required to file any reports, schedules, statements or other documents with the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Buyer has filed all forms, reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") and has heretofore delivered to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "BUYER FORM 10-K"), (ii) its definitive proxy statement prepared in connection with its 1999 annual meeting of stockholders, (iii) all other reports or registration statements filed by it Buyer with the SEC from December 31, 1996 to since the date of this Agreement, including: (i) Annual Reports on the filing of the Buyer Form 10-K, (ii) including without limitation, its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 1999 and Current Reports on Form 8-K, and (iiiiv) proxy statements relating all amendments and supplements to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, all such reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity Buyer with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS BUYER SEC ReportsREPORTS"). The CBS Buyer SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules applicable regulations thereunder and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Buyer's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS FERS has made available to Company a correct and Infinity have filed all formscomplete copy of each report, reports registration statement and documents required to be definitive proxy statement filed by it FERS with the SEC from December 31, 1996 United States Securities and Exchange Commission ("SEC") for the five (5) years prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) Agreement (the forms"FERS SEC REPORTS"). FERS is, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and immediately prior to the Effective TimeDate, shall be current in all filings required by the SEC. Except as set forth in Section 4.7(b) below with respect to the Delinquent SEC Reports (as defined in Section 4.7(b), the FERS SEC Reports and all filings required to be made by or on behalf of FERS with the SEC through the Effective Date (other than any filings required to be made with the SEC with respect to or in connection with the transactions contemplated hereby): (i) were or will be were, and shall be, prepared in accordance and complied in all material respects with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC thereunder applicable to such FERS SEC Reports, and (ii) did not not, or will not, at the time they were filed, filed (and if amended or will not at superseded by a filing prior to the time they are filed, date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS Interwave has made and Infinity have will make available to Alvarion a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Interwave with the Securities and Exchange Commission (“SEC”) since June 30, 2001 (the “Interwave SEC Reports”), which are all the forms, reports and documents required to be filed by it Interwave with the SEC from December 31, 1996 to since such time. Except as set forth in Section 2.7 of the date of this Agreement, includingInterwave Disclosure Schedule the Interwave SEC Reports: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q were and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, ; and (ii) did not at the time they were filed, or and will not at the time they are filed, of filing thereof (and if any Interwave SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Interwave’s Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to file any reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 The Company has made available to the date Sellers true and complete copies of this Agreement, including: (i) its Annual Reports on Form 10-KKSB for the fiscal years ended December 31, 2002 and 2003, as filed with the U.S. Securities and Exchange Commission (the "SEC"), (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of the Company since January 1, 2003, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q QSB and (iiiCurrent Reports on Form 8-K) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity the Company with the SEC since January 1, 2003 (collectively, the "SEC Reports"). Since January 1, 2001, the Company has filed with the SEC all forms, reports, schedules, registration statements and proxy statements required to be filed by the Company, except as would not have a Material Adverse Effect. The SEC Reports (i) at the time filed or if amended or superseded by a later filing, as of the date of this Agreementthe last such amendment or filing, including complied as to form in all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities ActAct of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act, ") as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were declared effective or filed, as the case may be, or will not at if amended or superseded by a later filing, as of the time they are fileddate of the last such amendment or such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent SEC Documents. Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 1, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) 2007 (the forms, reports and other documents referred filed since January 1, 2007 and those filed subsequent to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementhereof, including all any amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to hereinthereto, collectively, as the "CBS “Parent SEC Reports"Documents”). The CBS Each of the Parent SEC Reports, as well as Documents at the time of its filing complied in all forms, reports and documents to be filed by CBS or Infinity material respects with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, as the case may be, Xxxxxxxx-Xxxxx Act and the rules and regulations thereunderpromulgated thereunder applicable to the Parent SEC Documents or, (ii) if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Documents. The Parent SEC Documents did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at any Parent SEC Documents filed or furnished with the time they were filedSEC subsequent to the date hereof will not, contain any untrue statement of a material fact or will not at the time they are filed, omit any documents to state a material fact required to be filed as exhibits thereto. No CBS subsidiarystated therein or necessary to make the statements made therein, except Infinity, is subject to the periodic reporting requirements in light of the Exchange Actcircumstances in which they were made, not misleading.

SEC Filings; Financial Statements. (a) CBS and Infinity have SEC FILINGS. HP has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC from December 31since January 1, 1996 1998. HP has made available to Compaq all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that HP may file subsequent to the date of this Agreementhereof), including: (i) Annual Reports on Form 10-Kas amended, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents are referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, herein as the "CBS HP SEC Reports"). The CBS REPORTS." As of their respective dates, the HP SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance and complied in all material respects with the requirements of the Securities Act, and or the Exchange Act, as the case may be, and the rules and regulations thereunder, of the SEC thereunder applicable to such HP SEC Reports and (ii) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at except to the time they were filed, or will not at extent corrected prior to the time they are filed, omit any documents date hereof by a subsequently filed HP SEC Report. None of HP's Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31Securities and Exchange Commission (the “SEC”). The Company heretofore has filed with the SEC, 1996 to the date of this Agreement, including: (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 2004, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended Xxxxx 00, 0000, (xxx) all proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2005 and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q and not referred to in clause (iiiii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or specialabove) filed by the Company with the SEC since January 1, 2005 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to hereinbeing, collectively, as the "CBS “Company SEC Reports"”). The CBS As of their respective filings dates, the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (ix) were or will be prepared in accordance with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, and (iiy) did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . No Subsidiary of the time they were filed, or will not at the time they are filed, omit any documents Company is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent SEC Documents. Parent has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 1, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) 2011 (the forms, reports and other documents referred filed since January 1, 2011 and those filed subsequent to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementhereof, including all any amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to hereinthereto, collectively, as the "CBS “Parent SEC Reports"Documents”). The CBS Each of the Parent SEC Reports, as well as Documents at the time of its filing complied in all forms, reports and documents to be filed by CBS or Infinity material respects with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, as the case may be, Xxxxxxxx-Xxxxx Act and the rules and regulations thereunderpromulgated thereunder applicable to the Parent SEC Documents or, (ii) if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Documents. The Parent SEC Documents did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at any Parent SEC Documents filed or furnished with the time they were filedSEC subsequent to the date hereof will not, contain any untrue statement of a material fact or will not at the time they are filed, omit any documents to state a material fact required to be filed as exhibits thereto. No CBS subsidiarystated therein or necessary to make the statements made therein, except Infinity, is subject to the periodic reporting requirements in light of the Exchange Actcircumstances in which they were made, not misleading.

SEC Filings; Financial Statements. (a) CBS Parent has delivered to the Company accurate and Infinity have filed all formscomplete copies (excluding copies of exhibits) of each report, reports registration statement (on a form other than Form S-3 or S-8) and documents required to be definitive proxy statement filed by it Parent with the SEC from December 31between January 1, 1996 2000 and the date of this Agreement (the "Parent SEC Documents"). Since January 1, 2000, all reports required to have been filed by the Parent with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, including: (i) Annual Reports then on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including such filing) each of the Parent SEC Documents complied in all amendments and supplements thereto filed material respects with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and Act or the Exchange Act, Act (as the case may be, and the rules and regulations thereunder, ). The Parent SEC Documents (ii) did not at as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) did not contain, this Agreement does not contain, and the certificate to be delivered pursuant to Section 7.5(b) herein will not at the time they are filedcontain, contain any untrue statement of a material fact and the Parent SEC Documents (as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) did not omit, this Agreement does not omit and the certificate to be delivered pursuant to Section 7.5(b) herein will not 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 madewere, are or will be made (as the case may be), not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have XXXX has filed all forms, reports reports, registrations, proxy statements, schedules and documents required to be filed by it with the SEC from December 31since January 1, 1996 and has heretofore made available to PIROD, in the date of this Agreementform filed with the SEC (excluding any exhibits thereto), including: (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31, 1997 (the "10-K"), (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998 (the last such Report referred to as the "10-Q"), (iii) all proxy statements relating to CBS's and Infinity's XXXX'x meetings of shareholders stockholders (whether annual or special) held since January 1, 1996 and (iv) all other forms, reports, other registration statements and schedules (other than the quarterly reports not referred to in clause (ii) above and preliminary materials) filed by XXXX with the SEC since January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to herein, herein collectively, as the "CBS XXXX SEC Reports"). The CBS XXXX SEC Reports, as well as all Reports and any forms, reports and other documents to be filed by CBS or Infinity XXXX with the SEC after the date hereof and prior to the Effective Time, of this Agreement (ix) were or will be prepared in accordance with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they were made, not misleading. Except to the extent that the information contained in the XXXX SEC Reports has been revised or superseded by a later filed XXXX SEC Report, the XXXX SEC Reports do not contain any untrue statement of a material fact or omit 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. No subsidiary of XXXX is required to file any form, report or other document with the SEC. The financial statements contained in the 10-K and (iii) did not the 10-Q fairly present the consolidated financial condition of XXXX and all its subsidiaries as at the time they were fileddates thereof and the consolidated results of operations and changes in financial position for the periods indicated, or will not at all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein or, in the time they are filedcase of unaudited financial statements, omit as permitted by Form 10-Q). For the purposes of this Agreement, all financial statements of XXXX shall be deemed to include any documents required notes to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Actsuch financial statements.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2007, Tercica has filed all forms, reports and documents required to be filed by it with the SEC from December 31SEC, 1996 except to the date extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to Genentech on the SEC Website. In addition, all exhibits to the Tercica SEC Reports are available on the SEC Website, except to the extent of this AgreementConfidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Tercica SEC Reports have been so filed, including: and all material contracts that were filed as exhibits to Tercica’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms, and Tercica is not in default thereunder, except where any such default has not resulted in or would not reasonably be expected to result in a loss of any material right granted to Tercica thereunder. As of their respective filing dates, the Tercica SEC Reports (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to complied in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act, as the case may be, Act and the rules and regulations thereunderof the SEC thereunder applicable to such Tercica SEC Reports, and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from since December 31, 1996 2001 (the "SEC Filings"), and has heretofore made available to Parent, in the form filed with the SEC and as amended prior to the date of this Agreementhereof, including: (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 2003; (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) held since January 1, 2003; and (iii) all other forms, reports and other registration statements filed by the Company with the SEC since January 1, 2003 (the forms, reports and other documents referred to in clauses (i), (ii), ) and (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS Company SEC Reports"). The CBS SEC ReportsAs of their respective dates, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Filings (i) were or will be prepared in accordance with the requirements of the Securities Act, Exchange Act and the Exchange Securities Act, as the case may be, and the rules and regulations thereunderthereunder including, without limitation, those amendments to the federal securities laws effected by, and those regulations adopted in accordance with, the Xxxxxxxx-Xxxxx Act of 2002 to the extent applicable thereto; (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, ; and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiarySubsidiary is required to file any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December since October 31, 1996 2009, and has heretofore made available (including through the SEC’s EXXXX filing system) to the date of this AgreementParent, including: (i) Annual Reports on the Form 10-KKs for the fiscal years ended October 31, 2010, 2011 and 2012, (ii) its Quarterly Reports Report on Form 10-Q and for the fiscal quarter ended January 31, 2013, (iii) all proxy statements relating to CBS's and Infinity's the Company’s meetings of shareholders (whether annual or special) held since January 1, 2010, and (iv) all other documents, forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company (including those filed on a voluntary basis) with the SEC since November 1, 2012 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms(iv) above, reports and other registration statements filed by CBS or Infinity with in each case as may have been amended, being, collectively, the “Company SEC as of the date of this AgreementReports”). The Company SEC Reports, including all amendments and supplements thereto Company SEC Reports filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Timehereof, (i) were or will be prepared in accordance with either the requirements of the Securities Act, and the Exchange Act and/or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, (ii) did not not, at the time they were filed, or will or, if amended, as of the date of such amendment, contain or, if not at the time they are yet filed, will contain any untrue statement of a material fact or omit or, if not yet filed, will 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, and (iii) did not at . No Subsidiary of the time they were filed, or will not at the time they are filed, omit any documents Company is required to be filed as exhibits theretofile any form, report or other document with the SEC. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements As of the Exchange Actdate of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31since June 30, 1996 to the date of this Agreement1998, including: including (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q and Q, (iii) all proxy statements relating to CBS's and Infinity's meetings of shareholders stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii)iv) all Reports on Form 8-K, (iiiv) and all other formsreports or registration statements, and (vi) all amendments, exhibits and supplements to all such reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as including all forms, reports and documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, (i) were or and, in the case of Company SEC Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder, and (ii) did not at as of the time they were filed, or and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not at as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there is no unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to the Company SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have Acquiror has filed all forms, reports and documents required to be filed by it with the SEC from December 31since January 30, 1996 1996, and has heretofore made available to the date of this AgreementCompany, including: in 26 the form filed with the SEC (including any exhibits thereto), (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 1996; (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (iii) its Current Report on Form 8-K dated June 12, 1997 related to the acquisition of Safesite Records Management Corporation, as amended by its Current Report on Form 8-K/A dated August 26, 1997; (iv) its proxy statements statement relating to CBS's its 1997 meeting of stockholders; and Infinity's meetings of shareholders (whether annual or specialv) all other forms, reports and registration statements filed by it with the SEC since August 14, 1997 (the forms, reports and other documents referred to in clauses (i), ) through (ii), (iiiv) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, herein collectively as the "CBS Acquiror SEC Reports"). The CBS Acquiror SEC Reports, as well as all Reports and any forms, reports and other documents to be filed by CBS or Infinity the Acquiror with the SEC after the date hereof and prior to of this Agreement through the Effective TimeClosing Date, (ix) were complied with or will be prepared comply in accordance all material respects with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading and (iii) did not at the time they were filedhave been, or will be, filed on a timely basis. Acquiror has previously furnished to the Company a true, correct and complete copy of any amendments or modifications (i) that have been made to any document filed as an exhibit to the Acquiror SEC Reports and (ii) that have not at the time they yet been, but are filed, omit any documents required to be be, filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have LifeMinders has timely filed all forms, reports and documents required to be filed by it with the SEC from December 31Securities and Exchange Commission ("SEC") since November 19, 1996 1999, and has heretofore delivered or made available to XMM, in the date of this Agreementform filed with the SEC, including: together with any amendments thereto, its (i) Annual Reports on Form 10-KK for the fiscal years ended December 31, 1999 and 2000, (ii) proxy statements relating to each of LifeMinders' meetings of stockholders (whether annual or special) held since November 19, 1999, (iii) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2001 and June 30, 2001, and (iiiiv) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other or registration statements filed by CBS or Infinity LifeMinders with the SEC as of the date of this Agreementsince September 24, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, 1999 (collectively, as the "CBS LifeMinders SEC Reports"). The CBS LifeMinders SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) Reports were or will be prepared in accordance with the requirements of the Securities Act, and 1933 Act or the Exchange ActAct (as defined in Section 9.4 hereof), as the case may be, and the rules and regulations thereunder, promulgated under each of such respective acts. The LifeMinders SEC Reports (iiincluding all exhibits and schedules thereto and documents incorporated by reference therein) did not not, at the time they were filedfiled (or, if amended or will not at superseded by filing prior to the time they are fileddate hereof, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports reports, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since February 16, 2000, and has made available to Parent, in the form filed with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) its Quarterly Reports Report on Form 10-Q for the period ended March 31, 2003, and its Annual Report on Form 10-K for the year ended December 31, 2002, (iiiii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) (the formsheld since June 12, reports and other documents referred to in clauses (i), (ii)2001, (iii) and all other formsreports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of the Company) filed by the Company with the SEC since February 16, 2000, and (iv) all amendments and supplements to all such reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS COMPANY SEC ReportsREPORTS"). The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT") or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the Exchange ActSEC's rules and regulations thereunder (collectively, the "FEDERAL SECURITIES LAWS"), as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from since December 3110, 1996 to the date 2003. Each of this Agreement, including: (i) the Company’s Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 2003, (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004, (iii) all definitive proxy statements relating to CBS's and Infinity's the Company’s meetings of shareholders stockholders (whether annual or special) held since December 10, 2003, (iv) its prospectus dated September 3, 2004 filed pursuant to Rule 424(b)(3) of the Securities Act and (v) all other forms, reports and other registration statements filed by the Company with the SEC since December 10, 2003 filed prior to the date hereof, (the forms, reports and other documents referred to in clauses (i), (ii), (iii), (iv) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (v) above being referred to hereinbeing, collectively, as the "CBS “Company SEC Reports"”). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (iA) were or will be prepared in accordance with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Exchange ActSxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations thereunder, promulgated thereunder and (iiB) did not not, at the time they were filed, or, if amended or will not at supplemented, as of the time they are fileddate of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent that information contained in any Company SEC Report has been revised or superseded by a Company SEC Report filed as of a later date (but before the date of this Agreement) and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents is publicly available. No Company Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2003, the Company has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC from December 31Securities and Exchange Commission (the “SEC”), 1996 to the date of this Agreement, including: including (iA) all Annual Reports on Form 10-K, (iiB) all Quarterly Reports on Form 10-Q Q, (C) all Reports on Form 8-K, (D) all other reports or registration statements and (iiiE) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, all such reports and registration statements (collectively, as the "CBS “Company SEC Reports"”). The CBS Company SEC Reports, as finally amended prior to the date hereof where applicable, as well as all forms, reports and documents to be filed by CBS or Infinity the Company with the SEC after the date hereof and prior to the Effective Time, (i) were complied or will be prepared comply, as applicable, in accordance all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act, ”) and the Exchange Act, as in each case including the case may be, and the published rules and regulations of the SEC promulgated thereunder, each as applicable to such Company SEC Reports and (ii) except as set forth in Section 3.6(a) of the Company Disclosure Schedule, did not at as finally amended where applicable and will not as of the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Transferred Subsidiary is subject to the periodic reporting requirements of the Exchange Act. To the knowledge of the Company as of the date hereof, there is no material unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC in writing with respect to the Company SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports reports, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since February 16, 2000, and has made available to Parent, in the form filed with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) its Quarterly Reports Report on Form 10-Q for the period ended March 31, 2003, and its Annual Report on Form 10-K for the year ended December 31, 2002, (iiiii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) (the formsheld since June 12, reports and other documents referred to in clauses (i), (ii)2001, (iii) and all other formsreports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of the Company) filed by the Company with the SEC since February 16, 2000, and (iv) all amendments and supplements to all such reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Company SEC Reports"). The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange ActSEC's rules and regulations thereunder (collectively, the "Federal Securities Laws"), as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Company's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Except as disclosed in Section 3.08(a) of the SurgiCare Disclosure Schedule, SurgiCare has timely filed all forms, reports and documents required to be filed by it with the SEC from December 31since August 20, 1996 to the date of this Agreement1999, including: including (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q and Q, (iii) all proxy statements relating to CBS's and Infinity's meetings of shareholders stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii)iv) all Reports on Form 8-K, (iiiv) and all other formsreports or registration statements, and (vi) all amendments, exhibits and supplements to all such reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS “SurgiCare SEC Reports"”). The CBS SurgiCare SEC Reports, as well as including all forms, reports and documents to be filed by CBS or Infinity SurgiCare with the SEC after the date hereof and prior to the Effective Time, (i) were or and, in the case of SurgiCare SEC Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder, and (ii) did not at as of the time they were filed, or and in the case of such forms, reports and documents filed by SurgiCare with the SEC after the date of this Agreement, will not at as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.not

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports and documents required to be filed by it with the SEC from Securities and Exchange Commission (the “SEC”) since December 31, 1996 2004, and has heretofore previously made available to Parent, in the date of this Agreementform filed with the SEC, including: (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 2002, 2003 and 2004, respectively, (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and Infinity's the Company’s meetings of shareholders stockholders (whether annual or special) held since May 20, 2003 and (iii) all other forms, reports and other registration statements filed by the Company with the SEC since December 31, 2004 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, (iv) above being referred to hereinbeing, collectively, as the "CBS “Company SEC Reports"”). The CBS Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared complied in accordance all material respects with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed, or will not at or, if amended, as of the time they are fileddate of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at except that to the time they were filedextent information as of a later date conflicts with information of an earlier date, or will not at the time they are filed, omit any documents information of such later date shall be deemed to modify such earlier information. No Subsidiary is required to be filed as exhibits thereto. No CBS subsidiaryfile any form, except Infinity, is subject to report or other document with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Seller has filed all forms, reports and documents required to be filed by it with the SEC from since December 31, 1996 to the date of this Agreement2004, including: including (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q and Q, (iii) all proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii)iv) all Reports on Form 8-K, (iiiv) and all other formsreports or registration statements, and (vi) all amendments, exhibits and supplements to all such reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS “Seller SEC Reports"”). The CBS Seller SEC Reports, as well as including all forms, reports and documents to be filed by CBS or Infinity Seller with the SEC after the date hereof and prior to the Effective Time, (i) were or and, in the case of Seller SEC Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder, and (ii) did not at as of the time they were filed, or and in the case of such forms, reports and documents filed by Seller with the SEC after the date of this Agreement, will not at as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, Seller Subsidiary is subject to the periodic reporting requirements of the Exchange Act. There is no unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC or any other Governmental Entity with respect to the Seller SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have Parent has filed all forms, reports and documents required to be filed by it with the SEC from since December 31, 1996 1994, and has heretofore delivered to the date of this AgreementCompany, including: in the form filed with the SEC, (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 1995 and 1996 and its Transition Report on Form 10-K for the nine month period ended September 30, 1997, (ii) its Quarterly Reports on Form 10-Q for the quarterly periods ending December 31, 1997, and Xxxxx 00, 0000, (iiixxx) all proxy statements relating to CBS's and InfinityParent's meetings of shareholders (whether annual or special) held since December 31, 1996, (the forms, iv) all other reports and or registration statements (other documents than Reports on Form 10-Q not referred to in clauses (i), clause (ii)) above) filed by Parent with the SEC since December 31, 1994, and (iiiv) all amendments and supplements to all other forms, such reports and other registration statements filed by CBS or Infinity Parent with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, (collectively, as the "CBS Parent SEC Reports"). The CBS Parent SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents . None of Parent's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have Except as set forth in Section 2.7 of the Company Disclosure Schedule, the Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Parent (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 1996 and 1997, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) (the formsheld since January 1, reports and other documents referred to in clauses (i)1998, (ii), (iiiiv) and all other forms, reports and other or registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreementsince January 1, including 1998, and (v) all amendments and supplements thereto to all such reports and registration statements filed by the Company with the SEC as of the date of this Agreementsince January 1, above being referred to herein, 1998 (collectively, as the "CBS Company SEC Reports"). The CBS Except as disclosed in Section 2.7 of the Company Disclosure Schedule, the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, as in effect on the date such Company SEC Reports were filed, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed . Except as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements set forth in Section 2.7 of the Exchange Act.Company Disclosure

SEC Filings; Financial Statements. (a) CBS and Infinity have Since January 1, 2020, Purchaser has filed or furnished (as applicable) on a timely basis all forms, reports and documents (including all exhibits, schedules and annexes thereto) required to be filed with or furnished to the SEC under applicable Law, including any amendments or supplements thereto (collectively, together with all documents filed on a voluntary basis on Form 8-K and together with all documents and information incorporated by reference therein, the “Purchaser SEC Reports”). As of the time it was filed with the SEC from December 31(or, 1996 if amended or superseded by a filing prior to the date of this Agreement, including: (i) Annual Reports then on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreementsuch filing), including each of the Purchaser SEC Reports complied in all amendments and supplements thereto filed material respects with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the applicable requirements of the Securities Act, and Act or the Exchange Act, Act (as the case may be), and including, in each case, the rules and regulations promulgated thereunder, (ii) did not and none of the Purchaser SEC Reports at the time they were filed, or, if amended or will not at superseded by a filing prior to the time they are fileddate of this Agreement, contain on the date of the last such amendment or superseding filing prior to the date of this Agreement, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements As of the Exchange Actdate of this Agreement, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Purchaser SEC Reports.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Buyer or its predecessor corporation has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Company (i) its Annual Reports on Form 10-KK for the fiscal years ended December 31, 1998, 1999 and 2000, respectively, (ii) its Quarterly Reports on Form 10-Q and for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, (iii) all proxy statements relating to CBS's and Infinitythe Buyer's meetings of shareholders stockholders (whether annual or special) held since January 1, 1998, (the forms, iv) all other reports and or registration statements (other documents than Reports on Form 10-Q not referred to in clauses (i), clause (ii)) above) filed by the Buyer with the SEC since January 1, 1998, and (iiiv) all amendments and supplements to all other forms, such reports and other registration statements filed by CBS or Infinity the Buyer with the SEC as of the date of this Agreementsince January 1, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, 1998 (collectively, as the "CBS Buyer SEC Reports"). The CBS Except as disclosed in Schedule 6.6(a), the Buyer SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Buyer's subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.

SEC Filings; Financial Statements. (a) CBS and Infinity have The Company has filed all forms, reports reports, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") for the two years preceding the date hereof and has heretofore delivered to counsel for the Investor, in the form filed with the SEC from December 31during such period, 1996 to the date of this Agreementtogether with any amendments thereto, including: all (i) Annual Reports on Form 1020-KF, and (ii) Quarterly Reports on Form 10-Q and (iii) all proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS TEFRON SEC ReportsREPORTS"). The CBS In addition, it has published as a press release the financial statements for the first three quarters of 2003, which have been previously delivered to counsel for the Investor (the "2003 FINANCIALS"). Except as set forth in the letter issued by the SEC Reportson February 11, 2004, attached hereto as SCHEDULE 3.6(A), as well of their respective filing or publication dates, the Tefron SEC Reports complied as to form in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the United States Securities Act, Exchange Act of 1934 (the "EXCHANGE ACT") and the Exchange ActUnited States Securities Act of 1933, as xx xxxxxxx (xxx "XXXXXXXXXX XXX") xxxxxxxxxx to the case may be, Company. The Tefron SEC Reports and the rules and regulations thereunder, (ii) 2003 Financials did not at the time they were filedfiled or published, or will not at the time they are filedrespectively, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act.

SEC Filings; Financial Statements. (a) CBS and Infinity have Since February 11, 2021, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Company with the SEC from December 31(as supplemented, 1996 modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement(and giving effect to) the last such amendment (and, including all amendments in the case of registration statements and supplements thereto filed with the SEC as of proxy statements, on the date of this Agreementeffectiveness and the dates of the relevant meetings, above being referred to hereinrespectively), collectively, as the "CBS Company SEC Reports"). The CBS SEC Reports, as well as Documents complied in all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance material respects with the requirements of the Securities Act, and the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time they were filed, Company SEC Documents when filed or will not at the time they are filed, contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements executive officer of the Exchange ActCompany has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document.

SEC Filings; Financial Statements. (a) CBS and Infinity have a. The Company has filed all forms, reports and documents required to be filed by it with the SEC from December 31, 1996 and has made available to the date of this Agreement, including: Acquisition Sub (i) its Annual Reports Report on Form 10-KK for the fiscal year ended December 31, 1996, (ii) Quarterly Reports on Form 10-Q and all other reports or registration statements filed by the Company with the SEC since January 1, 1997, (iii) all proxy statements relating to CBS's and Infinitythe Company's meetings of shareholders stockholders (whether annual or special) since January 1, 1997, and (the forms, iv) all amendments and supplements to all such reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity the Company with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, ((i) - (iv) collectively, as the "CBS COMPANY SEC ReportsREPORTS"). The CBS Except as disclosed in SCHEDULE 4.06, the Company SEC Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, Reports (iA) were or will be prepared in all material respects in accordance with the requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, (iiB) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at . None of the time they were filed, or will not at the time they are filed, omit any documents Company's Subsidiaries is required to be filed as exhibits thereto. No CBS subsidiaryfile any forms, except Infinity, is subject to reports or other documents with the periodic reporting requirements of the Exchange ActSEC.