Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since July 29, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29March 31, 2005 1995 and has made available to GT (i) its Annual Reports on Form 10-K for the fiscal years ended March 31, 1995, 1996 and 1997, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997, and, (iii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since March 31, 1995, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above or on Form 8-K filed before December 31, 1996) filed by the Company with the SEC since March 31, 1995, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the “"Company SEC Reports”"). Except as disclosed in Section 2.7 of the Company Disclosure Schedule, each of which has complied the Company SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with generally accepted accounting principles (i"GAAP") have been prepared fromapplied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form each fairly in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) presents the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency are not expected to be material in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006amount, and (v) liabilities which would may not reasonably contain certain related notes as may be expected to have a Company Material Adverse Effectpermitted by the applicable rules promulgated by the SEC.

SEC Filings; Financial Statements. The Company (a) Viking has timely filed and made available to Depot all forms, reports, statements reports and documents required to be filed by Viking with the SEC since July 29January 1, 2005 1995 other than registration statements on Form S-8 (collectively, the “Company "Viking SEC Reports”"). The Viking SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) or "), and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Viking SEC Reports or necessary in order to make the statements thereinin such Viking SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Viking's Subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Viking SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company Viking and its consolidated subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated audited balance sheet of Viking as of August 26June 27, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1997 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"Viking Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to Parent all forms, reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by the Company with the SEC since July 29Sep- tember 26, 2005 1998 (collectively, the “"Company SEC Reports”"). The Company SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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 thereinin such Company SEC Reports, in light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries are required to file any forms, and reports, schedules, statements or other documents with the SEC. (iib) complied Each of the consolidated financial statements (including, in each case, any related notes), contained in the Company SEC Reports, including any Company SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles (iii"GAAP") fairly present in all material respects (subject, except as may be indicated in the case of unaudited statements, to normal, recurring audit adjustmentsnotes thereto) applied on a consistent basis throughout the periods involved and fairly presented the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities unaudited balance sheet of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26March 27, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1999 is referred to herein as the terms of the "Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectBalance Sheet."

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reportsstatements, statements reports and documents required to be filed or, if permissible, furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since July 29December 31, 2005 2001 (collectively, the “Company SEC Reports”), each of which has complied . The Company SEC Reports (i) were prepared in all material respects accordance with either 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”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reportsthereunder, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reportsdid not, at the time filed (andthey were filed, in the case or, if amended, as of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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. As of its filing date, and (ii) each Company SEC Report complied as to form in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be. The , and no Company Subsidiary is required to file any form, report or other document with the SEC pursuant to the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) consolidated Subsidiaries as at the time filed (andrespective dates thereof and for the respective periods indicated therein, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied except as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects otherwise noted therein (subject, in the case of unaudited statements, to normal, normal year-end adjustments of a generally recurring audit adjustmentsnature). (c) Except as and to the consolidated financial position of extent set forth in the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of SEC Reports filed by the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, neither the Company nor any Company Subsidiary has any liability or obligation of any nature (iiiwhether accrued, absolute, contingent or otherwise), except for (i) their performance obligations under Contracts existing on the date hereof or under applicable Law, in each case to the extent arising after the date hereof, (ii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities obligations incurred in the ordinary course of business consistent with past practice since August 26, 2006, the Audit Date and (viii) liabilities which and obligations which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, and which in each case would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report and has made such certifications and statements filed prior to the date hereof available to Parent. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. Section 3.07(d) of the Company Disclosure Schedule lists, and the Company has made available to Parent, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) The management of the Company has disclosed, based on its most recent evaluation as of the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (i) all significant deficiencies and all material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) known to the Company as of the date of such evaluation which are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial data, and (ii) any fraud, whether or not material, that involved management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Filings; Financial Statements. The Company (a) TSI has timely filed and made available to Eclipsys all forms, reports, statements reports and documents required to be filed by TSI with the SEC since July 29April 18, 2005 1996 other than registration statements on Form S-8 (collectively, the “Company "TSI SEC Reports”"). The TSI SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) or "), and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such TSI SEC Reports or necessary in order to make the statements thereinin such TSI SEC Reports, in the light of the circumstances under which they were made, not misleading. None of TSI's Subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company TSI SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with U.S. generally accepted accounting principles (iii"GAAP") fairly present applied on a consistent basis throughout the periods involved (except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company TSI and its consolidated subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated unaudited balance sheet of TSI as of August 26June 30, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1998 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"TSI Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has timely filed delivered or made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents filed by the Company with the SEC since March 31, 1998, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by the Company with the SEC since March 31, 1998 have been so filed on a timely basis. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including any related notes) contained in the Company SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normalnormal and recurring year-end adjustments that will not, recurring audit adjustmentsindividually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows (of the Company and changes in financial position, if any) its consolidated subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) Stratos has timely filed and made available to Tsunami all forms, reports, statements reports and documents required to be filed by Stratos with the SEC since July 29April 30, 2005 2001, other than registration statements on Form S-8 (collectively, the “Company "Stratos SEC Reports”"). Each of the Stratos SEC Reports: (i) at the time it was filed, each of which has complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (the “Securities Act”) or the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time it was filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Stratos SEC Report or necessary in order to make the statements thereinin such Stratos SEC Report, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Stratos SEC Reports, including any Stratos SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Closing, then on the date of such amending complied or superseding filing) complied will comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q promulgated by the SEC) and presented fairly or will present fairly, recurring audit adjustments) in all material respects, the consolidated financial position of the Company Stratos and its consolidated subsidiaries Subsidiaries as at of the dates thereof respective dates, and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued subject to normal and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectrecurring year-end adjustments.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29June 30, 2005 1993, 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 June 30, 1995 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1995 and December 31, 1995, (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since June 30, 1995, (iii) all other reports or registration statements (other than Reports on Form 10-Q and Reports on Form 3, 4 or 5 filed on behalf of affiliates of the Parent) filed by Parent with the SEC since June 30, 1995 and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Company "PARENT SEC Reports”REPORTS"), each of which has complied . The Parent SEC Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (i) have has been prepared from, and are in accordance with, with GAAP applied on a consistent basis throughout the books and records of the Company and its subsidiaries, periods involved (ii) at the time filed (and, except as may be indicated in the case of registration statements notes thereto) and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) each fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) presents the consolidated financial position of the Company Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The (c) Parent has heretofore furnished to the Company has received no written a complete and correct copy of any amendments or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There modifications, which have not yet been no communications from its independent auditors regarding any disagreement filed with the Company’s accounting SEC but which are required to be filed, to agreements, documents or financial reporting practices. There are no liabilities of other instruments which previously had been filed by Parent with the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or SEC pursuant to the terms of Securities Act or the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.Exchange Act. 20

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements and other documents required to be filed by it with the SEC since July 29January 1, 2005 1995 (collectivelysuch forms, reports, statements and other documents are hereinafter referred to as the “"Company SEC Reports”"). Except as disclosed in Section 2.07 of the Company Disclosure Schedule, each of which has complied the Company SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. SEC. (b) The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes or schedules thereto) contained in the Company SEC Reports were prepared in accordance with generally accepted accounting principles (i"GAAP") have been prepared fromapplied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form fairly presented in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued subject to normal and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectrecurring year-end adjustments.

SEC Filings; Financial Statements. The Company (a) Loudeye has timely filed with the Securities and Exchange Commission (the "SEC") and made available to TenTV or its representatives all forms, reportsreports and documents, statements and documents required to be filed by Loudeye with the SEC since July 29December 22, 2005 1999 (collectively, the “Company "Loudeye SEC Reports”), each ") except for those SEC Reports the absence of which has would not have a Loudeye MAE. The Loudeye SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded superceded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Loudeye SEC Report or necessary in order to make the statements thereinin such Loudeye SEC Report, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Loudeye SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect thereto, and (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements, or, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Loudeye as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency are not expected to be material in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoeveramount, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business are consistent with past practice since August 26, 2006, the books and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectrecords of Loudeye.

SEC Filings; Financial Statements. The Company (i) Each Party has timely filed and made available to the other Party all forms, reports, statements and documents SEC Documents required to be filed by it with the SEC since July 29December 31, 2005 2002 (collectively, the “Company SEC Reports”). Its SEC Reports, each including the Financial Statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed after the date of which has complied this Agreement will comply) in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange ActLaws, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”B) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) ), did not (and any SEC Reports filed after the date of this Agreement will not) 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 thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading, and . (ii) Each of its Financial Statements contained in its SEC Reports (including any SEC Reports filed after the date of this Agreement) complied (or, in the case of SEC Reports filed after the date of this Agreement, will comply) in all material respects with the applicable requirements of the Exchange Act and the Securities ActLaws with respect thereto, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports fairly presented (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (andor, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to Reports filed after the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) will fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustmentspresent) the consolidated financial position of the Company it and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from indicated, in each case in accordance with GAAP consistently applied during the Company’s independent auditors identifying any significant weakness or deficiency periods indicated, except in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoevereach case as may be noted therein, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed subject to normal year-end audit adjustments and as permitted by Form 10-Q in the Company’s consolidated balance sheet as case of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectunaudited Financial Statements.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents (including all exhibits thereto) required to be filed with the SEC since July 291, 2005 1998, including its (i) Annual Reports on Form 10-K for the fiscal years ended June 30, 1999 and June 30, 1998, respectively, (ii) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since July 1, 1998 and (iv) all other reports or registration statements filed by the Company with the SEC since July 1, 1998 (collectively, including the “Company exhibits thereto, the "SEC Reports”"). The SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) (i) at the time they became effective, each in the case of which has registration statements, or when filed, in the case of any other SEC Report, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) "), or the Exchange Act, and the rules and regulations of as (b) The consolidated financial statements contained in the SEC promulgated thereunder applicable to the Company SEC Reports, each as Reports were prepared in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included may be indicated in the Company SEC Reports, at the time filed (and, in the case of registration statements notes thereto) and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) position of the Company and its Subsidiaries for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from are subject to normal and recurring year-end adjustments (which in the Company’s independent auditors identifying any significant weakness aggregate are not material in amount). (c) Except (i) as set forth in Schedule 4.5(c) or deficiency (ii) as and to the extent disclosed or reflected in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or audited consolidated financial reporting practices. There are no liabilities statements of the Company or any of its subsidiaries of any kind whatsoeverand the Subsidiaries at June 30, whether or not accrued and whether or not contingent or absolute1999, other than (i) liabilities disclosed including the notes thereto, contained in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms Annual Report on Form 10-K of the Company Benefit Plans for the fiscal year ended June 30, 1999 (the "Company 1999 10-K") and Material Contracts in existence prior to the date hereof, except for (iiix) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities obligations incurred in the ordinary course of business consistent with past practice since August 26June 30, 2006, 1999 and (vy) liabilities which and obligations that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect (without taking into account the effects of the Offer and the Merger), the Company and the Subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise). (d) The Company has heretofore furnished to Parent a complete and correct copy of any material amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder other than with respect to any such agreement, document or other instrument that has been heretofore terminated.

SEC Filings; Financial Statements. The Company Netopia has timely made available to StarNet accurate and complete copies of Netopia's Annual Report on Form 10-K for the year ended September 30, 1998, each Quarterly Report on Form 10-Q filed all formsby Netopia since that date, reportsand Netopia's Registration Statement on Form S-3 declared effective by the SEC on or about August 4, statements and documents required to be 1999 (the "Netopia SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 if amended or superseded by a subsequent filing before the Agreement Date, then on the date of such subsequent filing): (collectively, the “Company SEC Reports”), i) each of which has the Netopia SEC Documents complied in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules 1934 Act (as the case may be); and regulations (ii) none of the Netopia SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain 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 therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Netopia, including the Company and its subsidiaries notes thereto, included in the Company Netopia SEC Reports Documents (ithe "Netopia Financial Statements") have been prepared fromwere complete and correct in all material respects as of their respective filing dates, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (iii) except as may be indicated in the notes thereto or, in the case of unaudited statements, included in Quarterly Reports on Forms 10-Q). The Netopia Financial Statements fairly present in all material respects the consolidated financial condition and operating results of Netopia and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring audit year-end adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls). There have has been no communications from its independent auditors regarding any disagreement with the Company’s change in Netopia accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed policies except as described in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant notes to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectNetopia Financial Statements.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all forms, reports, statements reports and other documents required to be filed or furnished by it with the SEC since July 29December 31, 2005 2016 (collectivelysuch documents filed since December 31, 2016 and those filed by the Company with the SEC subsequent to the date of this Agreement, if any, including any amendments thereof, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at At the time it was filed or furnished (andor, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ), each Company Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the applicable rules and regulations promulgated thereunder, and (ii) did not not, at the time it was filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) or, with respect to Company Reports filed or furnished after the date of this Agreement, will not, subject to the second to last sentence of Section 3.12, contain any untrue statement of a material fact fact, or omit to state a material fact fact, required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of (including the Company and its subsidiaries included notes thereto) contained in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records complied as of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the their respective dates of effectiveness and filing with the dates of mailingSEC, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis with the Company’s past practices throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC), and (iii) fairly present presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal, recurring normal year-end audit adjustments). (c) Except as and to the extent set forth in the consolidated financial position balance sheet of the Company and its consolidated subsidiaries Company Subsidiaries as at of December 31, 2018, including the dates thereof and notes thereto (the consolidated results of their operations and cash flows (and changes in financial position“Most Recent Company Balance Sheet”), if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of neither the Company nor any Company Subsidiary has any liability or any of its subsidiaries obligation of any kind whatsoevernature (whether accrued, whether or not accrued and whether or not absolute, contingent or absoluteotherwise) required to be disclosed by GAAP, other than except for liabilities and obligations (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26incurred since December 31, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred 2018 in the ordinary course of business consistent with past practice since August 26practice, 2006(ii) in the form of executory obligations under any Contract to which the Company is a party or is bound and that are not in the nature of material breaches of such Contracts and (iii) incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the Transactions. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed with the SEC, and prior to the date of this Agreement, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 3.7(d), “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of internal controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (g) As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company Reports filed with the SEC noted in comment letters or, to the knowledge of the Company, other correspondence received by the Company or its attorneys from the SEC, and (vii) to the knowledge of the Company, there are no pending (A) formal or informal investigations of the Company by the SEC or (B) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. (h) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the SEC, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of SOX. (i) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities which would of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or the Company Reports. (j) Since December 31, 2016, none of the Company, the Company Board of Directors or the audit committee of the Company Board of Directors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of the Company, (B) “material weakness” in the internal controls over financial reporting of the Company or (C) fraud, whether or not reasonably be expected to material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (k) To the knowledge of the Company, since December 31, 2016, (i) neither the Company Material Adverse Effectnor any Company Subsidiary or any of their respective Representatives has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, in each case which set forth allegations of circumstances that if determined to be true, would be material to the Company and the Company Subsidiaries, taken as a whole, and (ii) no attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company Board of Directors or any committee thereof or to any non-employee director or the Chief Legal Counsel or Chief Executive Officer of the Company pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings; Financial Statements. The (a) Each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC between September 23, 1999 and the date of this Agreement (the "Parent SEC Documents") is publicly available from the SEC and Parent will deliver to the Company has timely filed all forms, reports, statements accurate and documents required complete copies (excluding copies of exhibits) of each Parent SEC Document prior to be the Closing. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Parent as of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of Parent for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The (a) Yahoo has filed with the SEC and made available to the Company has timely filed and the Sellers or their representatives all forms, reports, statements reports and documents required to be filed by Yahoo with the SEC since July 29December 31, 2005 1996 (collectively, the “Company SEC "Yahoo Commission Reports”"). The Yahoo Commission Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Yahoo Commission Reports or necessary in order to make the statements thereinin such Yahoo Commission Reports, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company SEC Yahoo Commission Reports, including any Yahoo Commission Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Closing, then on the date of such amending complied or superseding filing) complied will comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the Commission) and fairly presented the consolidated financial position of the Company Yahoo and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The (a) Parent has made available to the Company has timely filed all forms, reports, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since July 29January 1, 2005 2007 (collectively, the “Company Parent SEC Reports”), each of which has . The Parent SEC Reports (i) at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Parent SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with generally accepted accounting principles in the United States, consistently applied (iii“GAAP”) fairly present applied on a consistent basis throughout the periods involved (except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by the SEC) and fairly presented, recurring audit adjustments) in all material respects, the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from indicated (subject, in the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities case of the Company or any of its subsidiaries of any kind whatsoeverunaudited financial statements, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectnormal year-end recurring adjustments).

SEC Filings; Financial Statements. The Company (a) Parent has timely filed or furnished all registration statements, prospectuses, forms, reports, statements reports and documents required to be filed with or furnished by it under the SEC Securities Act or the Exchange Act, as the case may be, since July 29June 30, 2005 2001 (collectively, the “Company Parent SEC ReportsFilings”), each . Each Parent SEC Filing (A) as of which has its date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”B) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time it was filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any notes thereto) contained in the Company Parent SEC Reports Filings (ithe “Parent Financial Statements”) have been was prepared from, and are in accordance with, with GAAP applied (except as may be indicated in the books and records of the Company and its subsidiaries, (ii) at the time filed (notes thereto and, in the case of registration statements and proxy unaudited quarterly financial statements, as permitted on Form 10-Q, 8-K or any successor form under the dates of effectiveness and Exchange Act) on a consistent basis throughout the dates of mailing, respectively, and, periods indicated (except as may be indicated in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreementnotes thereto), then on the date of such amending or superseding filing) complied as to form and each presented fairly in all material respects with applicable accounting requirements the consolidated financial position, results of operations and with the published rules and regulations cash flows of Parent as of the SEC with respect thereto, respective dates thereof and (iii) fairly present in all material respects for the respective periods indicated therein (subject, in the case of unaudited statements, to normalnormal year-end adjustments which were not and would not, recurring audit adjustmentsindividually or in the aggregate, reasonably be expected to be material). The books and records of Parent have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements, and the Parent Financial Statements are consistent with such books and records. (c) Parent has in place the consolidated financial position “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Company Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by Section 302 of SOXA. The “disclosure controls and procedures” of Parent are reasonably designed to ensure that material information (both financial and non-financial) relating to Parent and its consolidated subsidiaries required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s principal executive and principal financial officers, or persons performing similar functions, as at appropriate to allow timely decisions regarding required disclosure and to make the dates thereof certifications of the Chief Executive Officer and Chief Financial Officer of the Parent required by Section 302 of SOXA with respect to such reports. Except as reflected in the Parent Financial Statements, neither Parent nor any Parent Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303(c) of Regulation S-K promulgated under the Exchange Act). To Parent’s knowledge, KPMG LLP, which has expressed its opinion with respect to the financial statements of Parent and its subsidiaries included in Parent SEC Filings (including the related notes), is “independent” with respect to Parent within the meaning of Regulation S-X. Parent has made such disclosure of non-audit services performed by KPMG LLP in its proxy statements with respect to its annual meetings of stockholders as is required under the rules and regulations of the SEC. (d) Except as and to the extent set forth on the consolidated balance sheet of Parent and the consolidated results Parent Subsidiaries as of their operations and cash flows (and changes October 31, 2003 included in financial position, if any) the Parent Form 10-K for the periods then ended. The Company has received no written or oral communication from fiscal year ended October 31, 2003, including the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities notes thereto, none of the Company Parent or any of its subsidiaries consolidated Parent Subsidiary has any liabilities or obligations of any kind whatsoevernature (whether accrued, whether absolute, contingent, determined, determinable or not accrued and whether or not contingent or absoluteotherwise), other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities obligations incurred in the ordinary course of business consistent with past practice since August 26October 31, 20062003 that would not, and individually or in the aggregate, (vx) liabilities which would not reasonably be expected to prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Parent Material Adverse Effect.Effect or (ii) fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby

SEC Filings; Financial Statements. (i) The Company Buyer has timely delivered or made available to the Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby the Buyer with the Securities and Exchange Commission (“SEC”) since January 1, 2001 (the “Buyer SEC Documents”). All statements, reports, statements schedules, forms and other documents required to be have been filed by the Buyer with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934 (as the case may be); and (ii) none of the Buyer 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 therein, in the light of the circumstances under which they were made, not misleading, and . (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Buyer SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filingA) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (B) were prepared in accordance with respect thereto, and GAAP consistently applied (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements and, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC, recurring audit adjustmentsand except that unaudited financial statements may not contain footnotes); and (C) fairly present, in all material respects, the consolidated financial position of the Company Buyer and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of the Buyer and cash flows (and changes in financial position, if any) its consolidated subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) Acquiror has timely filed and made available to BFC all forms, reports, statements and documents required to be filed by Acquiror with the SEC since July 29December 31, 2005 1992, other than registration statements on Forms S-4 and S-8 (collectively, the “Company "Acquiror SEC Reports”"). The Acquiror SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Acquiror SEC Reports or necessary in order to make the statements thereinin such Acquiror SEC Reports, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActAcquiror Financial Statements (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company Acquiror SEC Reports, including any Acquiror SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC), recurring audit adjustments) and fairly presented the consolidated financial position of the Company Acquiror and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) FNB has timely filed and made available to South- west all forms, reports, statements and documents required to be filed by FNB with the SEC since July 29December 31, 2005 1992, other than registra- tion statements on Forms S-4 and S-8 (collectively, the “Company "FNB SEC Reports”"). The FNB SEC Reports (i) at the time filed, each of which has complied com- plied in all material respects with the applicable requirements of the Securities 1933 Act of 1933and the 1934 Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded super- seded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material ma- terial fact or omit to state a material fact required to be stated therein in such FNB SEC Reports or necessary in order to make the statements thereinin such FNB SEC Reports, in light of the circumstances cir- cumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActFNB Financial Statements (in- cluding, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company FNB SEC Reports, including any FNB SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis through- out the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC), recurring audit adjustments) and fairly presented the consolidated financial position of the Company FNB and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indi- cated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjust- ments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) Regions has timely filed all forms, reports, statements and documents required to be filed by Regions with the SEC since July 29December 31, 2005 1993, other than registration statements on Forms S-4 and S-8 (collectively, the “Company "Regions SEC Reports”"). The Regions SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities 1933 Act of 1933and the 1934 Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Regions SEC Reports or necessary in order to make the statements thereinin such Regions SEC Reports, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActRegions Financial Statements (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company Regions SEC Reports, including any Regions SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending complied or superseding filing) complied will comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC), recurring audit adjustments) and fairly presented or will fairly present the consolidated financial position of the Company Regions and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (i) As of the date hereof, e-Synergies has timely filed all forms, reports, statements reports and documents required to be filed by e-Synergies with the SEC since July 29, 2005 (collectively, the “Company e-Synergies SEC Reports”). The e-Synergies SEC Reports (a) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (amended, as the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”b) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreementsubsequent filing, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such e-Synergies SEC Reports or necessary in order to make the statements thereinin such e-Synergies SEC Reports, in the light of the circumstances under which they were made, not misleading. To the knowledge of the e-Synergies Parties, and there is no material adverse information not contained in the e-Synergies SEC Reports with respect to e-Synergies which a reasonable investor would consider material in making an investment decision in a similar situation. (ii) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company e-Synergies SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiariesReports, (ii) at the time filed (and“e-Synergies Financial Statements”), in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q or 8-K promulgated by the SEC), recurring audit adjustments) and fairly presented or will fairly present the consolidated financial position of the Company and its consolidated subsidiaries e-Synergies as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The (a) Parent has made available to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between May 15, reports, statements 1996 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments (which are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely filed accurate and complete copies of all formsregistration statements, proxy statements, and other statements, reports, statements schedules, forms and other documents filed by the Company with the SEC since December 31, 1996 (the "Parent SEC Documents") including the Company's registration statement on Form S-1 filed with the SEC on November 1995. All statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since July 29, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date have been so filed. The Company’s consolidated statements As of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time it was filed with the SEC (andor, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents ("Parent Financial Statements"): (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable the published (c) Parent has delivered to the Company an unaudited consolidated balance sheet of Parent as of June 30, 1997 (the "Parent Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of Parent for the quarter then ended. The financial statements referred to in this Section 3.4(c): (i) were prepared in accordance with generally accepted accounting requirements and principles applied on a basis consistent with the published rules basis on which the financial statements referred to in Section 3.4(b) were prepared (except that such financial statements do not contain footnotes and regulations of are subject to normal and recurring year-end adjustments which will not, individually or in the SEC with respect theretoaggregate, be material in amount), and (iiiii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Parent as at the dates of June 30, 1997 thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of Parent for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoeversix months ended June 30, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect1997.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed or furnished all registration statements, prospectuses, forms, reports, statements reports and documents required to be filed with or furnished by it under the SEC Securities Act or the Exchange Act, as the case may be, since July 29June 30, 2005 2001 (collectively, the “Company "Parent SEC Reports”Filings"), each . Each Parent SEC Filing (A) as of which has its date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”B) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time it was filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any notes thereto) contained in the Company Parent SEC Reports Filings (ithe "Parent Financial Statements") have been was prepared from, and are in accordance with, with GAAP applied (except as may be indicated in the books and records of the Company and its subsidiaries, (ii) at the time filed (notes thereto and, in the case of registration statements and proxy unaudited quarterly financial statements, as permitted on Form 10-Q, 8-K or any successor form under the dates of effectiveness and Exchange Act) on a consistent basis throughout the dates of mailing, respectively, and, periods indicated (except as may be indicated in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreementnotes thereto), then on the date of such amending or superseding filing) complied as to form and each presented fairly in all material respects with applicable accounting requirements the consolidated financial position, results of operations and with the published rules and regulations cash flows of Parent as of the SEC with respect thereto, respective dates thereof and (iii) fairly present in all material respects for the respective periods indicated therein (subject, in the case of unaudited statements, to normalnormal year-end adjustments which were not and would not, recurring audit adjustmentsindividually or in the aggregate, reasonably be expected to be material). The books and records of Parent have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements, and the Parent Financial Statements are consistent with such books and records. (c) Parent has in place the consolidated financial position "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Company Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by Section 302 of SOXA. The "disclosure controls and procedures" of Parent are reasonably designed to ensure that material information (both financial and non-financial) relating to Parent and its consolidated subsidiaries required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent's principal executive and principal financial officers, or persons performing similar functions, as at appropriate to allow timely decisions regarding required disclosure and to make the dates thereof certifications of the Chief Executive Officer and Chief Financial Officer of the Parent required by Section 302 of SOXA with respect to such reports. Except as reflected in the Parent Financial Statements, neither Parent nor any Parent Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303(c) of Regulation S-K promulgated under the Exchange Act). To Parent's knowledge, KPMG LLP, which has expressed its opinion with respect to the financial statements of Parent and its subsidiaries included in Parent SEC Filings (including the related notes), is "independent" with respect to Parent within the meaning of Regulation S-X. Parent has made such disclosure of non-audit services performed by KPMG LLP in its proxy statements with respect to its annual meetings of stockholders as is required under the rules and regulations of the SEC. (d) Except as and to the extent set forth on the consolidated balance sheet of Parent and the consolidated results Parent Subsidiaries as of their operations and cash flows (and changes October 31, 2003 included in financial position, if any) the Parent Form 10-K for the periods then ended. The Company has received no written or oral communication from fiscal year ended October 31, 2003, including the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities notes thereto, none of the Company Parent or any of its subsidiaries consolidated Parent Subsidiary has any liabilities or obligations of any kind whatsoevernature (whether accrued, whether absolute, contingent, determined, determinable or not accrued and whether or not contingent or absoluteotherwise), other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities obligations incurred in the ordinary course of business consistent with past practice since August 26October 31, 20062003 that would not, and individually or in the aggregate, (vx) liabilities which would not reasonably be expected to prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Parent Material Adverse Effect.Effect or (ii) fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby

SEC Filings; Financial Statements. The (a) Parent has made available to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, form or document filed all formsby Parent with the SEC between July 1, reports, statements 1996 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) N2K has timely filed and made available to CDnow all forms, reports, statements reports and documents required to be filed by N2K with the SEC since July 29October 17, 2005 1997 (collectively, the “Company "N2K SEC Reports”"). The N2K SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such N2K SEC Reports or necessary in order to make the statements thereinin such N2K SEC Reports, in the light of the circumstances under which they were made, not misleading. None of N2K's Subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements (including, in each case, any related notes) of the Company and its subsidiaries included N2K contained in the Company N2K SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of the Company N2K and its consolidated subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet of N2K as of August 26June 30, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1998 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"N2K Balance Sheet."

SEC Filings; Financial Statements. The Company (a) Buyer has timely filed all forms, reports, statements 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 June 29, 1996 (the "Buyer Form 10-K"), (ii) all other reports or registration statements filed by Buyer with the SEC since July 29the date of the filing of the Buyer Form 10-K, 2005 and (iii) all amendments and supplements to all such reports and registration statements filed by Buyer with the SEC (collectively, the “Company "Buyer SEC Reports”"), each of which has complied . The Buyer SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Buyer'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 Buyer SEC Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and (ii) complied each fairly presents in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Buyer and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2015, the Purchaser has timely filed all forms, reports, statements and documents required to be filed with the SEC since July 29, 2005 all required reports and filings (collectively, the “Company Purchaser SEC ReportsDocuments”). As of the time of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) each of which has the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange ActAct (as the case may be), and the rules and regulations (ii) none of the Purchaser SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain 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 therein, in the light of the circumstances under which they were made, not misleading. The Purchaser is in compliance, and (ii) complied in all material respects respects, with the applicable requirements listing rules of the Exchange Act NASDAQ and the Securities Acthas not since January 1, as the case may be. 2015 received any written notice from NASDAQ asserting any non-compliance with such rules. (b) The consolidated financial statements of the Company and its subsidiaries included contained in the Company Purchaser SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretoUnited States generally accepted accounting principles as in effect from time to time, applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (iii) fairly present in all material respects (subject, in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal, recurring year-end audit adjustments; and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Purchaser as at of the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Purchaser for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed all forms, reports, statements 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 June 29, 1996, all proxy statements relating to Parent's meeting of stockholders to be held November 21, 1996, (iv) all other reports or registration statements filed by Parent with the SEC since July 29April 11, 2005 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Company "Parent SEC Reports”"), each of which has complied . The Parent SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and (ii) complied each fairly presents in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed all forms, reports, statements reports and documents required to be filed by Parent with the SEC since July 29, 2005 (collectively, the “Company "Parent SEC Reports”"), each of which has . The Parent SEC Reports (i) at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) amended, or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Parent SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by the SEC) and fairly presented the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from indicated (subject, in the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities case of the Company or any of its subsidiaries of any kind whatsoeverunaudited financial statements, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectnormal year-end recurring adjustments).

SEC Filings; Financial Statements. The Company (i) It has timely filed or furnished all forms, reports, statements registration statements, proxy statements, offering circulars, schedules and other documents required to be filed or furnished by it, together with the SEC since July 29, 2005 any amendments required to be made with respect thereto (collectively, the “Company SEC Reports”), each with the SEC since December 31, 2014 under the Securities Act and 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 which has such SEC Reports. Its SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”B) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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 thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading, and . (ii) Each of its financial statements contained in or incorporated by reference into any SEC Reports, including the related notes, where applicable (the “Financial Statements”) complied in all material respects with the applicable requirements of the Exchange Securities Act and the Securities ActExchange Act with respect thereto, as fairly presented in all material respects the case may be. The consolidated financial statements position of the Company it and its subsidiaries included Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the Company SEC Reports United States of America (i“GAAP”) have been prepared fromconsistently applied during the periods indicated, except in each case as may be noted therein, and are in accordance with, the books subject to normal year-end audit adjustments and records of the Company and its subsidiaries, (ii) at the time filed (and, as permitted by Form 10-Q in the case of registration unaudited financial statements. (iii) It and each of its Subsidiaries has devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with general or specific authorization of its Board of Directors and the duly authorized executive officers of such party; (B) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as American and proxy HomeTown, as applicable, or other criteria applicable to such financial statements, on the dates and (2) to maintain proper accountability for items therein; (C) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with general or specific authorization of effectiveness its Board of Directors and the dates duly authorized executive officers of mailingsuch party; and (D) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, respectivelyprocessed, and, summarized and reported within the time periods specified in the case SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of any Company SEC Report amended or superseded by a filing its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of its Disclosure Letter (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. These disclosures, if any, were made in writing by management to its auditors and the audit committee of its Board of Directors and a copy has previously been made available to the other party. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of its principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. It is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (vi) As of the date of this Agreement, then on the date of such amending there are no outstanding comments from or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of unresolved issues raised by the SEC staff with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectSEC Reports.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29June 30, 2005 1993, 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 June 30, 1995 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1995 and December 31, 1995, (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since June 30, 1995, (iii) all other reports or registration statements (other than Reports on Form 10-Q and Reports on Form 3, 4 or 5 filed on behalf of affiliates of the Parent) filed by Parent with the SEC since June 30, 1995 and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Company "PARENT SEC Reports”REPORTS"), each of which has complied . The Parent SEC Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (i) have has been prepared from, and are in accordance with, with GAAP applied on a consistent basis throughout the books and records of the Company and its subsidiaries, periods involved (ii) at the time filed (and, except as may be indicated in the case of registration statements notes thereto) and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) each fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) presents the consolidated financial position of the Company Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The 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 has received no written a complete and correct copy of any amendments or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There modifications, which have not yet been no communications from its independent auditors regarding any disagreement filed with the Company’s accounting SEC but which are required to be filed, to agreements, documents or financial reporting practices. There are no liabilities of other instruments which previously had been filed by Parent with the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or SEC pursuant to the terms of Securities Act or the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectExchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to Parent all forms, reports, statements reports and documents required to be filed by the Company with the SEC since July 29December 31, 2005 1996 (collectively, the “"COMPANY SEC REPORTS"). The Company SEC Reports”Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reportsdid not, at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not ), 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 thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading as of such date. None of the Company's Subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (i) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements (including, in each case, any related notes) of the Company and its subsidiaries included contained in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements rules, regulations and with the published rules and regulations practices of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles (iii"GAAP") fairly present applied on a consistent basis throughout the periods involved (except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities audited balance sheet of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26December 31, 2006, 1999 is referred to herein as the "COMPANY BALANCE SHEET." (ii) liabilities arising since August 26, 2006 under The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (A) its transactions and those of its Subsidiaries are executed in accordance with management's general or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereofspecific authorization, (iiiB) liabilities incurred on behalf its transactions and those of the Company its Subsidiaries are recorded as necessary to permit preparation of financial statements in connection accordance with this Agreement GAAP and the contemplated Mergerto maintain accountability for assets, (ivC) liabilities incurred access to its assets and those of its Subsidiaries is permitted only in the ordinary course of business consistent accordance with past practice since August 26, 2006management's general or specific authorization, and (vD) liabilities which would not reasonably be expected the recorded accountability for its assets and those of its Subsidiaries is compared with existing assets at reasonable intervals and appropriate action is taken with respect to have a Company Material Adverse Effectany differences.

SEC Filings; Financial Statements. The (a) Since January 11, 2022, the Company has filed or furnished on a timely filed 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 the Company with the SEC since July 29, 2005 (collectively, the “Company SEC ReportsDocuments”). No Subsidiary of the Company is required to file any report, each schedule, form, statement or other document with the SEC. As of which has their respective dates, or, if revised, amended, modified or superseded by a later filed Company SEC Document, as of the date of (and giving effect to) such later filed Company SEC Document, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933or the Xxxxxxxx-Xxxxx Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder and the rules and regulations of Nasdaq applicable to such Company SEC Documents and none of the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements Documents when filed or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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 therein, in light of the circumstances under which they were made, not misleading, . (b) The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) complied were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby (subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person other than the Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 11, 2022 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Companies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Companies that could have a material effect on the financial statements. Since January 11, 2022, neither the Company nor, to the knowledge of the Company, the Company’s independent registered accountant or the audit committee of the Company Board has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of any Acquired Company; or (C) any claim or allegation regarding any of the foregoing. There are no outstanding loans or other extension of credit made by Acquired Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (d) The Company maintains, and at all times since January 11, 2022 has maintained, disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) No Acquired Company is a party to nor has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, joint venture or any similar Contract (including any Contract relating to any transaction or relationship between or among any Acquired Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Company in the Company’s published financial statements or other Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company has made available to Parent and Xxxxxx’s Representatives copies of all material correspondence through the date hereof between the SEC, on the one hand, and any Acquired Company, on the other hand. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or comment as of the date of this Agreement and there are no inquiries or investigations by the SEC or any internal investigations pending or, to the knowledge of the Company, threatened in writing, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, and at the time of the consummation of the Offer, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and its subsidiaries included at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company SEC Reports statements made therein, in light of the circumstances under which they were made, not misleading. (i) have been prepared from, and are in accordance with, the books and records of The information with respect to the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended that is supplied by or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company to Parent or Purchaser in connection with this Agreement writing specifically for use in the Schedule TO and the contemplated MergerOffer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ivii) liabilities incurred The Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectDisclosure Documents.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report and definitive proxy statement filed all formsby Parent with the SEC between October 1, reports, statements 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Parent as of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of Parent for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since July 29, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “”Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements. The Company (a) Accessity has timely filed all formsdelivered to each of the Acquired Companies accurate and complete copies (excluding copies of exhibits) of each report, reports, registration statements (on a form other than Form S-8) and documents definitive proxy statement required to be filed with the SEC since July 29by Accessity with the SEC between January 1, 2005 2002 and the date of this Agreement (collectively, the “Company "ACCESSITY SEC Reports”DOCUMENTS"), each . As of which has complied in all material respects the time it was filed with the applicable requirements of the Securities Act of 1933SEC (or, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Accessity SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Accessity 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 therein, in the light of the circumstances under which they were made, not misleading. All of the Accessity SEC Documents were timely filed, and (ii) complied in all material respects with the applicable requirements unless a filing under Rule 12b-25 of the Exchange Act and was timely filed, in which case the Securities Act, as applicable filing was made within the case may be. time period prescribed in Rule 12b-25. (b) The consolidated financial statements of the Company and its subsidiaries included contained in the Company Accessity SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects respect with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretoGAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Accessity and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Accessity and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectperiod covered thereby.

SEC Filings; Financial Statements. The (a) Parent has delivered or made available to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by Parent with the SEC (collectively, with all formsinformation incorporated by reference therein or deemed to be incorporated by reference therein, the “Parent SEC Documents”). All statements, reports, statements schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC since July 29(or, 2005 if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (collectively, the “Company SEC Reports”), i) each of which has the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange ActAct of 1934, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 amended (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial StatementsExchange Act”), all ; and (ii) none of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company Parent SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements and, in the case of unaudited statements, to normalas permitted by Form 10-QSB of the SEC); and (iii) fairly present, recurring audit adjustments) in all material respects, the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its consolidated subsidiaries for the periods then endedcovered thereby. The Company has received no written or oral communication from All adjustments considered necessary for a fair presentation of the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There financial statements have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectincluded.

SEC Filings; Financial Statements. The (a) Parent has filed and made available to the Company has timely filed all forms, reports, statements reports and documents required to be filed by Parent with the SEC since July 29March 31, 2005 1996 (collectively, the “Company "Parent SEC Reports”"). The Parent SEC Reports at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (the “Securities Act”) or the "Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”"), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The . (b) Each of the consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Parent SEC Reports, including any Parent SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Closing, then on the date of such amending complied or superseding filing) complied will comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was or will be prepared in accordance GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q promulgated by the SEC) and fairly presented or will fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, except that the unaudited interim financial statements were or are subject to normal year-end recurring adjustments which were not or are not expected to be, individually or in the aggregate, material in amount. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated audited balance sheet of Parent as of August 26March 31, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1998 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"Parent Balance Sheet."

SEC Filings; Financial Statements. The (a) Terayon has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Terayon with the SEC between August 17, reports, statements 1998 and documents required to be the date of this Agreement (the "Terayon SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Terayon SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Terayon 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Terayon SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Terayon and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Terayon and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. (a) The Company Buyer has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed with by it under the SEC Securities Act or the Exchange Act, as the case may be, since July 29January 1, 2005 2004 (collectively, the “Company Buyer SEC ReportsFilings”). Each Buyer SEC Filing, each (i) as of which has its date, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reportsdid not, at the time filed (andit was filed, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and except, in each case, as such information, statement or omission has been subsequently revised, supplemented, amended or superseded by a later-filed Buyer SEC Filing. (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any notes thereto) contained in the Company Buyer SEC Reports (i) have been Filings was prepared from, and are in accordance with, with GAAP applied (except as may be indicated in the books and records of the Company and its subsidiaries, (ii) at the time filed (notes thereto and, in the case of registration statements and proxy unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the dates of effectiveness and the dates of mailing, respectively, and, periods indicated (except as may be indicated in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreementnotes thereto), then on the date of such amending or superseding filing) complied as to form and each presented fairly in all material respects with applicable accounting requirements the consolidated financial position, results of operations and with the published rules and regulations cash flows of the SEC with respect thereto, Buyer as of the respective dates thereof and (iii) fairly present in all material respects for the respective periods indicated therein (subject, in the case of unaudited statements, to normal, normal and recurring audit year-end adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect).

SEC Filings; Financial Statements. The (a) Parent has delivered or made available to the Company has timely (including through the SEC XXXXX system) accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC between December 31, reports, statements 1997 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal, recurring year-end audit adjustments); and (iii) fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports, statements 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between September 30, reports, statements 2000 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company has timely filed all (a) All forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit) required to be have been filed with or furnished to the SEC by Parent or any of Parent’s Subsidiaries since July 29January 1, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended 2022 (the “Securities ActParent SEC Documents”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parenttimely filed or furnished, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case may be. As of registration statements and proxy statementstheir respective dates (or, on the dates of effectiveness and the dates of mailingif amended, respectively, and, in the case of any Company SEC Report amended supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amending amendment, supplement or superseding filing) (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the requirements of SOX and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including related notes, if any) contained in the Company Parent SEC Reports Documents (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, applicable thereto and (iiiii) were fairly present presented, in all material respects respects, in conformity with GAAP applied on a consistent basis throughout the periods covered (subjectexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position as permitted by Form 10-Q of the Company SEC, and except that the unaudited financial statements were subject to normal and recurring year-end adjustments). For purposes of this Agreement, “Parent Balance Sheet” means that audited consolidated balance sheet of the Parent and its consolidated subsidiaries Subsidiaries as at of September 30, 2023 set forth in the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the CompanyParent’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement Quarterly Report on Form 10-Q filed with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoeverSEC on November 7, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect2023.

SEC Filings; Financial Statements. The (a) Parent has made available to the Company has timely filed all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents required to be filed by Parent with the SEC since July 29December 31, 2005 2000 (collectivelythe "PARENT SEC DOCUMENTS"). All statements, the “Company SEC Reports”)reports, each of which has complied in all material respects schedules, forms and other documents required to have been filed by Parent with the applicable requirements of the Securities Act of 1933SEC since December 31, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date 2000 have been so filed. The Company’s consolidated statements As of operations for the three fiscal years ended February 25their respective dates (or, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending amendment or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including any related notes) contained in the Company Parent SEC Reports Documents (the "PARENT FINANCIAL STATEMENTS"): (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and GAAP applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normalnormal and recurring year-end adjustments which were not, recurring audit adjustmentsor are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly presented in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows (of Parent and changes in financial position, if any) its consolidated subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company has timely filed all formsExcept as set forth in any Purchaser SEC filings, reports, statements and documents required to be filed with the SEC since July 29, 2005 (collectivelyas of their respective filing dates, the “Company Purchaser SEC Reports”), each of which has filings complied in all material respects with the applicable requirements of the United States Securities Exchange Act of 19331934, as amended (the “"Exchange Act"), and the Securities Act”) or the Exchange Act, and as their respective filing date, the rules and regulations date hereof, none of the Purchaser SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not filings contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Purchaser SEC filing. Except as set forth in any Purchaser SEC filing, the financial statements of Purchaser, including the notes thereto, included in the Purchaser SEC filings (the "Purchaser Financial Statements") were complete and (ii) complied correct in all material respects with the applicable requirements as of the Exchange Act and the Securities Acttheir respective dates, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with U.S. generally accepted accounting principles (iii"GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Purchaser Financial Statements fairly present in all material respects the consolidated financial condition and operating results of Purchaser at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring audit year-end adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect).

SEC Filings; Financial Statements. The Company (a) FNB has timely filed and made available to Southwest all forms, reports, statements and documents required to be filed by FNB with the SEC since July 29December 31, 2005 1992, other than registration statements on Forms S-4 and S-8 (collectively, the “Company "FNB SEC Reports”"). The FNB SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities 1933 Act of 1933and the 1934 Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such FNB SEC Reports or necessary in order to make the statements thereinin such FNB SEC Reports, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActFNB Financial Statements (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company FNB SEC Reports, including any FNB SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC), recurring audit adjustments) and fairly presented the consolidated financial position of the Company FNB and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) Kana has timely filed and made available to Silknet all forms, reports, statements reports and documents required to be filed by Kana with the SEC since July 29September 21, 2005 1999 other than registration statements on Form S-8 (collectively, the “Company "Kana SEC Reports”"). The Kana SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then as and on the date of such amending so amended or superseding filingsuperseded) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Kana SEC Reports or necessary in order to make the statements thereinin such Kana SEC Reports, in the light of the circumstances under which they were made, not misleading. Kana's Subsidiaries are not required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Kana SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company Kana and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.dates

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it with the SEC since July 29December 31, 2005 1996, including (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1997, 1998, and 1999, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms, reports and other registration statements filed by the Company with the SEC since December 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being, collectively, the “Company "SEC Reports”"), each of which has complied . The SEC Reports (i) were prepared in all material respects accordance with either the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) "), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reportsthereunder, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reportsdid not, at the time filed (andthey were filed, in the case or, if amended, as of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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 is required to file any form, and (ii) complied in all material respects report or other document with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC Reports (i) have been was prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, with United States generally accepted accounting principles (ii"GAAP") at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subjectexcept, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the Exchange Act and subject to normal, recurring normal year-end audit adjustments) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein). (c) Except as and to the extent set forth on the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities balance sheet of the Company and the consolidated Subsidiaries as at March 31, 2000, including the notes thereto (the "Q-1 2000 Balance Sheet"), neither the Company nor any Subsidiary has any liability or any of its subsidiaries obligation of any kind whatsoevernature (whether accrued, whether or not accrued and whether or not absolute, contingent or absoluteotherwise) required by GAAP to be set forth therein, other than (i) except for liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities obligations incurred in the ordinary course of business consistent with past practice since August 26March 31, 2006, 2000 and (v) except for those liabilities which or obligations that would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports, statements 1996 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The (a) Since January 1, 2014, the Company has filed or furnished on a timely filed 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 the Company with the SEC since July 29, 2005 (collectively, the “Company SEC ReportsDocuments”). As of their respective dates, each of which has the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) or ), as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC ReportsDocuments and, each as except to the extent that information contained in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the such Company SEC ReportsDocument has been revised, collectivelyamended, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended modified or superseded by a filing (prior to the date of this Agreement) by a later filed Company SEC Document, then on none of the date of such amending Company SEC Documents when filed or superseding filing) (i) did not 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 therein, in light of the circumstances under which they were made, not misleading, . (b) The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) complied were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby (except as may be indicated in the notes to such financial statements or, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end adjustments). No financial statements of any Person other than the Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2014 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2015, and such assessment concluded that such controls were effective. Except as set forth in Part 3.4(c) of the Company Disclosure Schedule or the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2014, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all material information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) The Company is not a party to nor has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or overtly threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Securities ActOffer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ii) Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents. (h) Since January 1, 2013 there have not been any disagreements with the current or former independent accountants engaged as the case may be. The principal accountants to audit the Company’s financial statements statements, or an independent accountant who was previously engaged to audit a significant subsidiary of the Company and its subsidiaries included on whom the principal accountants expressed reliance in their report, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if required to be disclosed in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior Documents pursuant to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto, were not so disclosed in a timely manner. (i) Since January 1, 2013, except as set forth on Part 3.4(i) of the Company Disclosure Schedule, (A) none of the matters described in paragraphs (a)(1)(v) (A) through (D) of Item 304 of SEC Regulation S-K have occurred with respect theretoto the Company’s former independent accountants dismissed on June 19, 2015, (B) the former principal accountants have not advised the Company that one or more significant deficiencies or material weaknesses in internal control over financial reporting have existed, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustmentsC) the consolidated financial position Company (or someone on its behalf) has not consulted the new independent accountants engaged on June 19, 2015 regarding any of the Company matters described in paragraphs (a)(2)(i) and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf Item 304 of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.SEC Regulation S-K.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between June 30, reports, statements 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) Stone has timely filed all required reports, schedules, forms, reports, statements and other documents required to be filed with the SEC Securities and Exchange Commission (the "SEC") since July 29December 31, 2005 1994 (collectively, the “Company "Stone SEC Reports”"). (b) As of its filing date, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or Stone SEC Report filed pursuant to the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with except to the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial extent that such statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended modified or superseded by a filing prior later filed Stone SEC Report. (c) Each Stone SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the date Securities Act as of this Agreement, then on the date such registration statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that such amending statements have been modified or superseding filingsuperseded by a later filed Stone SEC Report. (d) The consolidated financial statements (including, in each case, any related notes) contained in the Stone SEC Reports complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, as permitted for presentation in Quarterly Reports on Form 10-Q), and fairly presented in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments) the consolidated financial position of the Company Stone and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated audited balance sheet of Stone as of August 26December 31, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1997 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"Stone Balance Sheet".

SEC Filings; Financial Statements. The Company (a) During the past two (2) years, Reality Wireless has timely filed all forms, reports, statements and documents that it is required to be filed file (A) with the SEC since July 29, 2005 and the OTCBB (collectively, together with any such forms, reports, statements and documents Reality Wireless may file subsequent to the “Company SEC date hereof until the Closing, the "Reality Wireless Reports”), each of which has complied ") and (B) with any other Governmental Entities. Each Reality Wireless Report (i) was prepared in all material respects accordance with the applicable requirements of the Securities Act, the Exchange Act of 1933or the OTCBB, as amended the case may be, substantially in all respects and (the “Securities Act”ii) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time it was filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each form, report, statement and document referred to in clause (iiB) complied of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Reality Wireless Subsidiary is subject to the periodic reporting requirements of the Exchange Act and or required to file any form, report or other document with the Securities ActSEC, the OTCBB, any other stock exchange or any other comparable Governmental Entity. (b) Except as is provided in the case may be. The Reality Wireless Reports, each of the consolidated financial statements of the Company and its subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC Reality Wireless Reports (i) have been was prepared from, and are in accordance with, with U.S. GAAP applied on a consistent basis throughout the books and records of the Company and its subsidiaries, periods indicated (ii) at the time filed (and, except as may be indicated in the case of registration statements notes thereto) and proxy statementseach presented fairly, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of Reality Wireless and with the published rules consolidated Reality Wireless Subsidiaries as at the respective dates thereof and regulations of for the SEC with respect theretorespective periods indicated therein, and (iii) fairly present in all material respects except as otherwise noted therein (subject, in the case of unaudited statements, to normal, normal and recurring audit immaterial year-end adjustments). (c) Except as and to the consolidated financial position of extent set forth or reserved against on the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement Reality Wireless and the contemplated MergerReality Wireless Subsidiaries as reported in the Reality Wireless Reports, including the notes thereto, none of Reality Wireless or any Reality Wireless Subsidiary has any liabilities or obligations of any nature (ivwhether accrued, absolute, contingent or otherwise) that are would be to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since August 26December 31, 2006, 2003 that have not had and (v) liabilities which would could not reasonably be expected to have a Company have, individually or in the aggregate, an Reality Wireless Material Adverse Effect.

SEC Filings; Financial Statements. The Company (a) DDN has timely filed delivered or made available to i2 Telecom via the SEC's Xxxxx System accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents filed by DDN with the SEC since May 1996, and all amendments thereto (the "DDN SEC Documents"). Except as set forth in Part 3.4(a) of the DDN Disclosure Schedule, all statements, reports, schedules, forms and other documents required to be have been filed by DDN with the SEC have been so filed on a timely basis or under extension thereto. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the DDN SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the DDN 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including any related notes) contained in the Company DDN SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normalnormal and recurring year-end adjustments that will not, recurring audit adjustmentsindividually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company DDN and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows (of the DDN and changes in financial position, if any) its consolidated subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) Republic has timely filed and made available to BSB all forms, reports, statements Reports and documents required to be filed by Republic and the Bank with the FDIC and the SEC since July 29December 31, 2005 1993, other than registration statements on Forms S-4 and S-8 (collectively, the “Company "Republic SEC Reports”"). The Republic SEC Reports ( i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be; and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Republic SEC Reports or necessary in order to make the statements thereinin such Republic SEC Reports, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActRepublic Financial Statements (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company Republic SEC Reports, including any Republic SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted by Form 10-Q of the SEC), recurring audit adjustments) and fairly presented the consolidated financial position of the Company Republic and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectbe material in amount.

SEC Filings; Financial Statements. The Company (a) Parent has timely correctly and accurately in all material respects filed all forms, reports, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since July 29, 2005 its inception date through the date of this Agreement (collectively, the “Company Parent SEC Reports”), each of which has complied in all material respects with the applicable requirements . As of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time respective dates they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded superceded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ), (i) did not contain the Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Parent SEC Reports 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 . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act Parent Audited Financial Statements (as defined in Section 5.11(a)) and the Securities ActParent Interim Financial Statements (as defined in Section 5.11(a)) (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any notes thereto) contained in the Company Parent SEC Reports (i) have been was prepared from, and are in accordance with, with GAAP applied on a consistent basis throughout the books and records of periods indicated (except as may be indicated in the Company and its subsidiaries, (ii) at the time filed (andnotes thereto or, in the case of registration statements and proxy unaudited statements, on as permitted by Form 10-Q or 8-K promulgated by the dates of effectiveness SEC) and the dates of mailingeach presented fairly, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of Parent and with its consolidated subsidiaries as at the published rules respective dates thereof and regulations of for the SEC with respect theretorespective periods indicated therein, and (iii) fairly present in all material respects except as otherwise noted therein (subject, in the case of unaudited statements, to normalnormal and recurring year-end adjustments which were not and are not expected, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written individually or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26aggregate, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Parent Material Adverse Effect).

SEC Filings; Financial Statements. The Company Purchaser has timely filed all forms, reports, statements reports and documents required to be filed by it with the SEC United States Securities and Exchange Commission (the “SEC”) since July 29January 1, 2005 2016 through the date of this Agreement (collectively, the “Company Purchaser SEC ReportsDocuments”). Each of the Purchaser SEC Documents, each at the time of which has its filing complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Act”) or the Exchange Actamended, and the any rules and regulations of the SEC promulgated thereunder applicable to the Company Purchaser SEC ReportsDocuments. As of their respective dates (or, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such amending or superseding filing) (i) amendment), the Purchaser SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including any related notes) contained in the Company Purchaser SEC Reports (i) have been prepared fromDocuments fairly present, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of Purchaser and with the published rules and regulations its Subsidiaries as of the SEC respective dates thereof and the consolidated results of operations of Purchaser and its Subsidiaries for the periods covered thereby in accordance with respect thereto, and GAAP applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position as permitted by Form 10-Q of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006SEC, and (v) liabilities which would except that unaudited financial statements may not reasonably be expected contain footnotes and are subject to have a Company Material Adverse Effectyear-end adjustments).

SEC Filings; Financial Statements. The (A) Parent has delivered or made available to the Company has timely (including through the SEC XXXXX system) accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Parent with the SEC between October 26, 1997 and the date of this Agreement (the "Parent SEC Documents"). Since October 26, 1997, all formsstatements, reports, statements schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iiB) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal, recurring year-end audit adjustments); and (iii) fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company has timely filed all forms, (a) All reports, statements and other documents required to be have been filed by Purchaser with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2000 (the "PURCHASER SEC DOCUMENTS") have been so filed on a timely basis. As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Purchaser 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Purchaser SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles applied on a consistent basis throughout the periods covered (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normalnormal and recurring year-end audit adjustments which will not, recurring audit adjustmentsindividually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of the Company Purchaser and its consolidated subsidiaries (the "PURCHASER CORPORATIONS") as at of the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Purchaser Corporations for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. (a) The Company has filed on a timely filed basis all forms, reports, statements reports and documents required to be filed by it with the SEC since July 29, 2005 through the date of this Agreement (collectively, the “Company "SEC Reports”"). The SEC Reports (i) were prepared, each of which has complied in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reportsthereunder, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of the Company, except W.P. Stewart & Co., Inc., W.P. Stewart Asset Management Ltd. and W.X. Xxxxxxx Xecurities Limixxx, xx xxxxired to file any form, repoxx, xxxxxxxxtion statement or prospectus or other document with the SEC. (iib) complied Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects with the applicable requirements consolidated financial position, results of the Exchange Act operations and the Securities Act, as the case may be. The financial statements cash flows of the Company and its consolidated subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) as at the time filed (andrespective dates thereof and for the respective periods indicated therein, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied except as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects otherwise noted therein (subject, in the case of unaudited statements, to normal, normal and recurring audit year-end adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect).

SEC Filings; Financial Statements. The Company (a) HUAY has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it with the SEC since July 29December 31, 2005 2013 pursuant to Sections 13(a), 14(a) and 15(d) of the 1934 Act (collectively, the “Company SEC ReportsHUAY Exchange Act Documents”). (b) As of its respective filing date, each of which has HUAY Exchange Act Document complied in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such HUAY Exchange Act Document. Except to the Company SEC Reports, each as extent that information contained in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have any HUAY Exchange Act Document has been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended revised or superseded by a filing prior to later HUAY Exchange Act Document, none of the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain HUAY Exchange Act Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries HUAY included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied HUAY Exchange Act Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepare in accordance with GAAP (iii) fairly present in all material respects (subjectexcept, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company HUAY and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoevershown (subject, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as case of August 26unaudited statements, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectnormal year-end audit adjustments).

SEC Filings; Financial Statements. The Company (a) SouthFirst has timely filed and made available to Chilxxx Xxxnty all forms, reports, statements and documents required to be filed by SouthFirst with the SEC since July 29October 1, 2005 1994 (collectively, the “Company "SouthFirst SEC Reports”"). The SouthFirst SEC Reports (i) at the time filed, each of which has complied in all material Material respects with the applicable requirements of the Securities 1933 Act of 1933and the 1934 Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such SouthFirst SEC Reports or necessary in order to make the statements thereinin such SouthFirst SEC Reports, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities ActSouthFirst Financial Statements (including, as the case may be. The financial statements of the Company and its subsidiaries included in each case, any related notes) contained in the Company SouthFirst SEC Reports, including any SouthFirst SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to after the date of this AgreementAgreement until the Effective Time, then on the date of such amending or superseding filing) complied and will comply as to form in all material Material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared and will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normalas permitted in Quarterly Reports on Form 10-Q by the SEC), recurring audit adjustments) and fairly presented the consolidated financial position of the Company SouthFirst and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from the Company’s independent auditors identifying any significant weakness are subject to normal and recurring year-end adjustments which were not or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company be Material Adverse Effectin amount.

SEC Filings; Financial Statements. The Company (a) Alvarion has timely made available to Interwave a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Alvarion with the SEC since December 31, 2002 and prior to the date of this Agreement (the “Alvarion SEC Reports”), which are all the forms, reports, statements reports and documents required to be filed by Alvarion with the SEC since July 29, 2005 (collectively, the “Company such time. The Alvarion SEC Reports”), each of which has complied : (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 thereunder; and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time filed of filing thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of if any Company Alvarion SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, Agreement then also on the date of filing of such amending amendment or superseding superseded filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each set of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes thereto) contained in the Company Alvarion SEC Reports Reports: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing; (ii) was prepared in accordance with United States GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and (iii) each fairly present in all material respects presents the consolidated financial position of Alvarion and its consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company normal adjustments which were not or are not expected to be material in amount); and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company fairly presents in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectall material respects Alvarion’s revenue recognition policies.

SEC Filings; Financial Statements. The Company (a) Buyer has timely filed all forms, reports, statements reports and documents required to be filed by Buyer with the SEC since July 29the filing of Buyer’s annual report on Form 10-K for the year ended December 31, 2005 (collectively2003. All such forms, reports and documents, including Buyer’s annual report on Form 10-K for the year ended December 31, 2003, are referred to herein as the “Company SEC Reports”).” Each of the SEC Reports, each as of which has complied the date filed and as they may have been subsequently amended, were prepared in all material respects in accordance with the applicable all requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC Reports. Since June 30, each as in effect 2004, no event has occurred that would require Buyer to file an 8-K or an amendment to the Buyer’s annual report on the date so filed. The Company’s consolidated statements of operations Form 10-K for the three fiscal years year ended February 25December 31, 2006, February 26, 2005 and February 282003 or the Buyer’s quarterly reports on Form 10-Q for the quarters ending March 31, 2004 and June 30, 2004. (b) Each of the Company’s consolidated balance sheets as of February 25financial statements (including, 2006 and February 26in each case, 2005 and the any related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 thereto) contained in Buyer SEC Reports (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Buyer Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP, and (iii) fairly present in all material respects (subjectpresented the financial position of Buyer at the respective dates thereof and for the periods indicated therein, except in the case of unaudited statements, quarterly financial statements for the omission of certain footnotes and subject to normal, normal and recurring audit year-end adjustments. (c) Buyer satisfies the consolidated financial position requirements for use of Form S-3 for registration of the Company and its consolidated subsidiaries resale of Registrable Securities (as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed defined in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectRegistration Rights Agreement).

SEC Filings; Financial Statements. The Company (a) xXXxX*s has timely filed all forms, reports, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") under the Securities Act and the Exchange Act since July 29May 1, 2005 1999 (collectively, the “Company "xXXxX*s SEC Reports”"), each of which has complied . The xXXxX*s SEC Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of xXXxX*s subsidiaries is required to file any forms, and reports or other documents with the SEC. (iib) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the xXXxX*s SEC Reports (i) complies in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC SEC, (ii) was prepared in accordance with respect United States Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto, ) and (iii) fairly present presents in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company xXXxX*s and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written indicated, except that the unaudited interim financial statements were or oral communication from are subject to normal and recurring year-end adjustments and such statements do not contain the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectrequired notes thereto.

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports, statements 1995 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. The Company (a) DT has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29January 1, 2005 1999, and has heretofore made available to Voicestream, in the form filed with the SEC, together with any amendments and exhibits thereto, (i) its Annual Report on Form 20-F for the fiscal year ended December 31, 1999, and (ii) all other reports or registration statements filed by DT with the SEC since January 1, 1999 (collectively, the “Company "DT SEC Reports”REPORTS"), each of which has complied . The DT SEC Reports (i) were prepared substantially in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of the SEC promulgated thereunder applicable to the Company SEC Reportssuch respective acts, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of (the Company "DT FINANCIAL STATEMENTS"), including all related notes and its subsidiaries included schedules, contained in the Company DT SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded incorporated by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iiireference therein) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company DT and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (of DT and changes in financial position, if any) its Subsidiaries for the periods then ended. The Company has received no written or oral communication from indicated in accordance with generally accepted accounting principles in Germany (with a reconciliation to GAAP in accordance with SEC rules) applied on a consistent basis throughout the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than periods involved (i) liabilities except for changes as disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (iinotes thereto) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred subject in the ordinary course case of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected interim financial statements to have a Company Material Adverse Effectnormal year-end adjustments.

SEC Filings; Financial Statements. The Company has timely filed all forms(a) All registration statements, proxy statements and other statements, reports, statements schedules, forms and other documents required to be filed by the Company with the SEC since July 29January 1, 2005 1998 (collectively, the “"Company SEC Reports”)Documents") are available to Parent on XXXXX. All statements, each of which has complied in all material respects reports, schedules, forms and other documents required to have been filed by the Company with the applicable requirements of the Securities Act of 1933SEC since January 1, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date 1998 have been so filed. The Company’s consolidated statements As of operations for the three fiscal years ended February 25their respective dates (or, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending amendment or superseding filing) ): (i) did not contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included (including related notes, if any) contained in the Company SEC Reports Documents (the "Company Financial Statements"): (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto, and generally accepted accounting principles (iii"GAAP") fairly present applied on a consistent basis throughout the periods covered (except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normalnormal and recurring year-end adjustments which were not, recurring audit adjustmentsor are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows (of the Company and changes in financial position, if any) its consolidated subsidiaries for the periods then endedcovered thereby. The For purposes of this Agreement, "Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities Balance Sheet" means that consolidated balance sheet of the Company or any and its consolidated subsidiaries as of its subsidiaries of any kind whatsoeverMarch 31, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed 2001 set forth in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to 's Annual Report on Form 10-K filed with the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement SEC and the contemplated Merger"Company Balance Sheet Date" means March 31, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect2001.

SEC Filings; Financial Statements. The Company USFS has timely delivered or made available to the Company, HSA and HPI, correct and complete copies of USFS's (a) Annual Report on Form 10-K for the year ended December 31, 1996 (the "USFS 20 19 1996 Form 10-K"), as filed with the SEC, (b) proxy statements relating to all formsof USFS's meetings of stockholders (whether annual or special) since October 30, 1996 and (c) all other reports, statements and documents required to be registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by USFS with the SEC since July 29October 30, 2005 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, and as such documents have been amended or supplemented since their time of filing, the “Company "USFS SEC Reports”Filings"). As of their respective dates or, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933if amended or supplemented, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreementthe last such amendment or supplement, then on the date of such amending or superseding filing) (i) USFS SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company USFS and its subsidiaries included in the Company SEC Reports (i) USFS 1996 Form 10-K and USFS's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 have been prepared from, and are in accordance with, with generally accepted accounting principles applied on a consistent basis during the books and records of the Company and its subsidiaries, periods involved (ii) at the time filed (and, except as may be indicated in the case of registration statements notes to such financial statements) and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of USFS and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to normal, recurring audit normal year-end adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect).

SEC Filings; Financial Statements. The Company (a) DT has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29January 1, 2005 1999, and has heretofore made available to Powertel, in the form filed with the SEC, together with any amendments and exhibits thereto, (i) its Annual Report on Form 20-F for the fiscal year ended December 31, 1999 and (ii) all other reports or registration statements filed by DT with the SEC since January 1, 1999 (collectively, the “Company "DT SEC Reports”DOCUMENTS"), each of which has complied . The DT SEC Documents (i) were prepared substantially in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 such respective acts and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of (the Company "DT FINANCIAL STATEMENTS"), including all related notes and its subsidiaries included schedules, contained in the Company DT SEC Reports Documents (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded incorporated by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iiireference therein) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company DT and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (of DT and changes in financial position, if any) its Subsidiaries for the periods then ended. The Company has received no written or oral communication from indicated in accordance with generally accepted accounting principles in Germany (with a reconciliation to GAAP in accordance with SEC rules) applied on a consistent basis throughout the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than periods involved (i) liabilities except for changes as disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (iinotes thereto) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred subject in the ordinary course case of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected interim financial statements to have a Company Material Adverse Effectnormal year-end adjustments.

SEC Filings; Financial Statements. The Company (a) Newpark has timely filed and made available to Tuboscope all forms, reports, statements reports and documents required to be filed by Newpark with the SEC since July 29January 1, 2005 1996 other than registration statements on Form S-8 (collectively, the “Company "Newpark SEC Reports”"). The Newpark SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) or "), and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Newpark SEC Reports or necessary in order to make the statements thereinin such Newpark SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Newpark's Subsidiaries is required to file any forms, and (ii) complied in all material respects reports or other documents with the applicable requirements SEC. (b) Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in each case, any related notes) contained in the Company Newpark SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company Newpark and its consolidated subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated audited balance sheet of Newpark as of August 26December 31, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1998 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"Newpark Balance Sheet."

SEC Filings; Financial Statements. The Company (a) C-COR has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July and has made available to ARRIS (i) its Annual Reports on Form 10-K for the fiscal years ended June 24, 2005, June 30, 2006 and June 29, 2005 2007, (ii) all proxy statements relating to C-COR’s meetings of stockholders (whether annual or special) held since June 25, 2004, (iii) all other reports or registration statements filed by C-COR with the Securities and Exchange Commission (the “SEC”) since June 25, 2004, and (iv) all amendments and supplements to all such reports and registration statements filed by C-COR with the SEC since June 25, 2004 (collectively, the “Company C-COR SEC Reports”). Except as disclosed in Section 4.7(a) of the C-COR Disclosure Schedule, each of which has complied the C-COR SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities 1933 Act of 1933, (as amended (the “Securities Act”defined herein) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of C-COR’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Except as disclosed in Section 4.7(b) of the C-COR Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the C-COR SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (ii) complied each fairly presents in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company C-COR and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, except that the unaudited interim financial statements were subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. (c) C-COR has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to C-COR and its Subsidiaries required to be disclosed by C-COR in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to C-COR’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and the principal financial officer of C-COR required by Section 302 of the Sxxxxxxx-Xxxxx Act of 2002 (“Sxxxxxxx-Xxxxx”) with respect to such reports. The Company For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sxxxxxxx-Xxxxx. (d) C-COR has received no written or oral communication from established and maintains a “system of internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Company’s independent auditors identifying any significant weakness or deficiency in its Exchange Act) (“internal controls”). There have been no communications from its independent auditors Such internal controls are sufficient to provide reasonable assurance regarding any disagreement with the Companyreliability of C-COR’s accounting or financial reporting practicesand the preparation of C-COR’s financial statements for external purposes in accordance with GAAP (as defined herein). There are no liabilities C-COR has disclosed, based on its most recent evaluation of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence internal controls prior to the date hereof, to C-COR’s auditors and audit committee (iiii) liabilities incurred on behalf any significant deficiencies and material weaknesses known to C-COR in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect C-COR’s ability to record, process, summarize and report financial information and (ii) any material fraud known to C-COR that involves management or other employees who have a significant role in internal controls. C-COR has made available to ARRIS a summary of any such disclosure regarding material weaknesses and fraud made by management to C-COR’s auditors and audit committee since July 1, 2005. For purposes of this Agreement, a “significant deficiency” in controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the Company annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in connection with this Agreement and internal controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would annual or interim financial statements will not reasonably be expected to have a Company Material Adverse Effectprevented or detected.

SEC Filings; Financial Statements. The Company (a) Parent has timely filed all forms, reports, statements reports and documents required to be filed with the SEC since July 29January 1, 2005 1998 (collectively, the “Company "Parent SEC Reports”)") pursuant to the federal securities Laws and Regulations of the SEC promulgated thereunder, each of which has complied and all Parent SEC Reports have been filed in all material respects on a timely basis. The Parent SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC Regulations promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included (including, in the Company each case, any related notes thereto) contained in Parent SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations Regulations of the SEC with respect thereto, and (iiiii) fairly present were prepared in all material respects accordance with GAAP (subjectexcept, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly presents the consolidated financial position of the Company and its consolidated subsidiaries Parent as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from indicated, except that the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or unaudited interim financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed statements included in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under 's Form 10-Q reports were or pursuant are subject to the terms of the Company Benefit Plans normal and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement recurring year-end adjustments that have not been and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would are not reasonably be expected to have a Company Material Adverse Effectbe material in amount to Parent.

SEC Filings; Financial Statements. The Company (a) Since the date of its initial public offering, Buyer has timely filed all forms, reportsreports and documents, statements and documents including the exhibits thereto, required to be filed by Buyer with the SEC since July 29under the Securities Act or the Exchange Act (these forms, 2005 (collectively, the “Company reports and documents are referred to collectively as "Buyer SEC Reports”"), each of which has . The Buyer SEC Reports (i) at the time filed complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the financial statements (including, in each case, any related notes) contained in the Buyer SEC Reports is true, complete and (ii) complied correct in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared fromrespects, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company and its consolidated subsidiaries Buyer as at of the dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated, 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. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated unaudited balance sheet of Buyer as of August 26March 31, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1999 is referred to herein as the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect"Buyer Balance Sheet."

SEC Filings; Financial Statements. The (a) Parent has delivered to the Company has timely accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between July 27, reports, statements 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC since July 29(or, 2005 (collectively, the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) ): (i) did not contain each of the Parent SEC Documents complied in all respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent 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 therein, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its subsidiaries included contained in the Company Parent SEC Reports Documents: (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect theretogenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of their operations of Parent and cash flows (and changes in financial position, if any) its subsidiaries for the periods then ended. covered thereby. (c) The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency information set forth in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoeverParent's press release dated January 20, whether or not accrued 2000 was true and whether or not contingent or absolute, other than (i) liabilities disclosed correct in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effectall material respects when made.

SEC Filings; Financial Statements. The (a) Since January 1, 2017, the Company has filed or furnished on a timely filed 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 the Company with the SEC (any such documents filed since July 29January 1, 2005 (collectively2017 and at least two Business Days prior to the date of this Agreement, the “Company SEC ReportsDocuments”). As of their respective filing dates, each of which has the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933or the Xxxxxxxx-Xxxxx Act, as amended (the “Securities Act”) or the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC ReportsDocuments and, each as except to the extent that information contained in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the such Company SEC ReportsDocument has been revised, collectivelyamended, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended modified or superseded by a filing (at least two Business Days prior to the date of this Agreement) by a later filed Company SEC Document, then on none of the date of such amending Company SEC Documents when filed or superseding filing) (i) did not 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 therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company 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 filed or furnished by the Company with the SEC since January 1, 2017. (b) The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby (subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person other than the consolidated Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2017, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2017, and, except as set forth in the Company SEC Documents, such assessment concluded that such controls were effective and, to the extent required by applicable Legal Requirements, the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2017. To the Knowledge of the Company, except as set forth in the Company SEC Documents, since January 1, 2017, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (ii) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (iii) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Since January 1, 2017, (i) the Company has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) complied no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of applicable United States federal or state securities law, material breach of fiduciary duty arising under United States federal or state law or similar material violation of any United States federal or state law by the Company or its officers, directors, employees or agents to the Company Board or any committee thereof or, to the Knowledge of the Company, to any director or officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (f) The Company is not a party to nor has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (g) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (h) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will 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 made therein, in light of the circumstances under which they were made, not misleading. (i) The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Schedule TO and the Securities ActOffer Documents, as at the case may be. The financial statements time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (j) Notwithstanding Section 3.4(i), the Company and its subsidiaries included makes no representation with respect to statements made or incorporated by reference in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, Disclosure Documents based on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended information supplied by or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference in the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectDisclosure Documents.

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to ATI all forms, reports, statements reports and documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since July 29January 1, 2005 1995 (collectively, the “"Company SEC Reports”"). The Company SEC Reports (i) at the time filed, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”) or "), and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. The Company’s consolidated statements of operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”ii) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, did not at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not 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 thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading, and . (iib) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements (including, in each case, any related notes and schedules) of the Company and its subsidiaries included contained in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (iii) fairly present except as may be indicated in all material respects (subjectthe notes to such financial statements or, in the case of unaudited statements, to normal, recurring audit adjustmentsas permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and cash flows (and changes in financial position, if any) for the periods then endedindicated. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities balance sheet of the Company or (including any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (irelated notes) liabilities disclosed in the Company’s consolidated balance sheet as of August 26September 28, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant 1997 is referred to herein as the terms of the "Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse EffectBalance Sheet."