Common use of SEC Filings Clause in Contracts

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not contain any untrue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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has delivered to the Purchaser, or has made available available, prior to Parent the date hereof true and correct copies of (collectively, the "SEC REPORTS"): (i) the Company's annual reports its Annual Report on Form 10-K for its the fiscal years year ended December 31, 1999 and 19981999, (ii) its quarterly report Quarterly Reports on Form 10-Q for its fiscal quarter the quarters ended Xxxxx 00June 30, 00001999, September 30, 1999 and March 31, 2000, which includes the Company's balance sheet as at March 31, 2000 (the "MARCH BALANCE SHEET"), (xxxiii) its proxy or information statements relating to meetings ofthe Registration Statement on Form S-3 filed with the Commission on April 28, or actions taken without a meeting by2000, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements the MSO Registration Statement to be filed with the SEC since December 31Commission as provided in SECTION 7.1(a) and attached hereto as EXHIBIT 2.11(a). The Company has also delivered to the Purchaser, 1999 or has made available, prior to the date hereof true and correct copies of its Registration Statement on Form S-1 (File No. 333-87029) (the documents referred to in this Section 4.07(a), collectively, the "Company SEC DocumentsSHELF REGISTRATION STATEMENT"). (b) As The SEC Reports are all of its filing datethe reports the Company has been required to file with the Securities and Exchange Commission (the "COMMISSION") since April 15, each Company 1999. The SEC Document Reports when filed complied as to form in all material respects with the applicable requirements Securities Exchange Act of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement1934, as amended or supplemented(the "EXCHANGE ACT"), if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, and all applicable legal requirements and 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 therein, in the light of the circumstances under which they were made, not misleading. (ec) Other than NabiscoWhen the MSO Registration Statement, Inc.as such may be amended from time to time, no Subsidiary is declared effective by the Commission, such MSO Registration Statement will comply in all material respects with the Securities Act, and all applicable legal requirements and will 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 Company is subject to the periodic reporting requirements of the 1934 Actcircumstances under which they were made, not misleading.

SEC Filings. (a) The Company Omnipoint has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1997. (b) Omnipoint has delivered or made available to Parent VoiceStream: (i) the Company's annual reports on Form Omnipoint 10-K for its fiscal years ended December 31, 1999 and 1998, K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Omnipoint held since December 31, 1999 1998; and (iviii) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Omnipoint SEC Documents") (the documents referred to in this Section 4.07(aSections 4.8(a) and (b), collectively, the "Company Omnipoint SEC Documents"). The Omnipoint Disclosure Schedule sets forth a list of all the 1999 Omnipoint SEC Documents. (bc) As of its filing date, each Company Omnipoint SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (cd) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Omnipoint SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company Omnipoint SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company AT&T has delivered or made available to Parent Comcast (i) the Company's AT&T’s annual reports on Form 10-K for its fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its AT&T’s proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company AT&T shareholders held since December 31, 1999 1998, and (iviii) all of its AT&T’s other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company “AT&T SEC Documents"”). (b) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Company AT&T SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (orand, if amended or superceded by a filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filing), each Company AT&T SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company AT&T SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Buyer has made available to Parent filed with the SEC on a timely basis (i) Buyer's transition report on Form 10-K for the Company's transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for its the fiscal years ended December March 31, 1999 1998 and 19981997, including all amendments thereto, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the by Buyer's stockholders of the Company held since December 31, 1999 1997, and (iviii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a4.09(a), collectively, the "Company Buyer SEC Documents"). (b) As of its filing date, each Company Buyer SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Securities Act and the 1934 Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Buyer SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Able has made available delivered to Parent Bracknell (i) the CompanyAble's annual reports report on Form 10-K for its the fiscal years year ended December October 31, 1999 and 1998(amended May 26, 2000) (the "Able 10-K"), (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00January 31, 00002000 and April 30, 2000, as amended, (xxxiii) its current reports on Form 8-K dated May 30, 2000, June 7, 2000 and July 20, 2000, (iv) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Able held since December 31April 1998, 1999 and (ivv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31its initial public offering, 1999 including without limitation, the Registration Statement on Form S-1 (Registration Number 333-65991), as amended, and all materials incorporated therein by reference (the documents filings referred to in this Section 4.07(a), collectively, clauses (i) through (v) above and delivered to Bracknell prior to the date hereof being hereinafter referred to as the "Company Able SEC DocumentsFilings"). (b) As of its filing datedate or with respect to any proxy statements, as of the date it was first mailed to Able stockholders, each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, statement and any amendment thereto filed pursuant to the 1933 ActSecurities Act of 1933, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act of 1933 and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) At the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting bytime of filing thereof, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document Filings complied as to form in all material respects with the applicable requirements of the 1933 1934 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. The Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default of any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default of any Material Contract. Neither the Company nor any Subsidiary has received any notice of the intention of any party to terminate any Material Contract. (db) Each registration statement and any amendment thereto filed by the Company SEC Document that is a registration statementsince January 1, as amended or supplemented, if applicable, filed 2001 pursuant to the 1933 ActAct and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did 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; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did 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 the light of the circumstances under which they were made, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Elf has made available to Parent (i) the CompanyElf's annual reports on Form 10-K for its fiscal years ended December 31January 1, 1999 2000 and 1998January 2, 1999, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00April 22, 00002000 and July 15, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Elf held since December 31February 3, 1999 1998 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31February 3, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, the "Company Elf SEC Documents"). (b) As of its filing date, each Company Elf SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Elf SEC Document Document, including each amendment or supplement thereto, filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Elf SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31January 1, 1999 2000 , January 2, 1999, and January 3, 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00April 22, 00002000 and July 15, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, of the stockholders shareholders of the Company held since December 31January 3, 1999 1998 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31January 3, 1999 1998 (the documents referred to in this Section 4.07(a4.06(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document Document, including each amendment or supplement thereto, filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Acquirer has made available to Parent the Company (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx Marcx 00, 0000, (xxx) its xxx proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Acquirer held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, 4.7(a) being referred to collectively as the "Company ACQUIRER SEC DocumentsDOCUMENTS").. Acquirer's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "ACQUIRER 10-Q." (b) As of its filing date, each Company Acquirer SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Acquirer SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Acquiror has delivered to the Company has made available to Parent (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1995, 1996 and 19981997, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after December 31, 00001997, (xxxiii) its proxy or information statements relating to meetings meetings, of, or actions taken without a meeting by, the stockholders of the Company Acquiror held since December 31, 1999 1997, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1997 (the documents referred to in this Section 4.07(a), collectively, ) being referred to collectively as the "Company Acquiror SEC Documents"). The Acquiror's quarterly report on Form 10- Q for its fiscal quarter ended September 30, 1998 is referred to herein as the "Acquiror 10-Q". (b) As of its filing date, each Company Acquiror SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Acquiror SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Contributee has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31heretofore filed all forms, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, registration statements, definitive proxy statements, schedules and registration statements filed other materials with the SEC required to be filed pursuant to the Exchange Act or other federal securities Laws since December 31, 1999 October of 2006 (the documents referred to in this Section 4.07(a“SEC Reports”), collectively, the "Company SEC Documents"). (b) . As of its filing datetheir respective dates, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if applicable, the dates such SEC Reports were amended or superceded by a filing prior to the date hereof, on the date of such filing)SEC Reports (including, each Company SEC Document filed pursuant without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements (including but not limited to the 1934 Sxxxxxxx-Xxxxx Act did not contain any untrue statement of a material fact or omit to state any material fact necessary the extent then in order to make the statements made therein, in the light effect and applicable) of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statementSecurities Act or the Exchange Act, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, and other federal securities Laws as of the date such statement or amendment became effectivethereof. The SEC Reports, when filed and as amended from time to time, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. (e) Other than Nabisco; provided, Inc.however, that no Subsidiary representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information furnished by Contributee to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act or other information that is treated by SEC regulations as not being “filed” for the purposes of the Company is subject to the periodic reporting requirements of the 1934 Exchange Act.

SEC Filings. (a) The Company has delivered to the Purchaser, or has made available available, prior to Parent the date hereof true and correct copies of (collectively, the "SEC REPORTS"): (i) the Company's annual reports its Annual Report on Form 10-K for its the fiscal years year ended December 31, 1999 and 19981999, (ii) its quarterly report Quarterly Reports on Form 10-Q for its fiscal quarter the quarters ended Xxxxx 00June 30, 00001999, September 30, 1999 and March 31, 2000, which includes the Company's balance sheet as at March 31, 2000 (the "MARCH BALANCE SHEET"), (xxxiii) its proxy or information statements relating to meetings ofthe Registration Statement on Form S-3 filed with the Commission on April 28, or actions taken without a meeting by2000, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements the MSO Registration Statement to be filed with the SEC since December 31Commission as provided in SECTION 7.1(A) and attached hereto as EXHIBIT 2.11(A). The Company has also delivered to the Purchaser, 1999 or has made available, prior to the date hereof true and correct copies of its Registration Statement on Form S-1 (File No. 333-87029) (the documents referred to in this Section 4.07(a), collectively, the "Company SEC DocumentsSHELF REGISTRATION STATEMENT"). (b) As The SEC Reports are all of its filing datethe reports the Company has been required to file with the Securities and Exchange Commission (the "COMMISSION") since April 15, each Company 1999. The SEC Document Reports when filed complied as to form in all material respects with the applicable requirements Securities Exchange Act of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement1934, as amended or supplemented(the "EXCHANGE ACT"), if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, and all applicable legal requirements and 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 therein, in the light of the circumstances under which they were made, not misleading. (ec) Other than NabiscoWhen the MSO Registration Statement, Inc.as such may be amended from time to time, no Subsidiary is declared effective by the Commission, such MSO Registration Statement will comply in all material respects with the Securities Act, and all applicable legal requirements and will 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 Company is subject to the periodic reporting requirements of the 1934 Actcircumstances under which they were made, not misleading.

SEC Filings. (a) The Parent has furnished to the Company has made available to Parent (i) the CompanyParent's annual reports Annual Reports on Form 10-K for its fiscal years ended December May 31, 2000, 1999 and 1998, (ii) its quarterly report Quarterly Report on Form 10-Q for its fiscal quarter ended Xxxxx 00August 31, 00002000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Parent's shareholders held since December May 31, 1999 2000, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December May 31, 1999 2000 and through the date of this Agreement. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since June 1, 1998 (the documents referred to in this Section 4.07(a), collectively, the "Company Parent SEC Documents"). (b) As of its the filing datedate (or, if amended, as of the date of the last such amendment) each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may beapplicable. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereofamended, on as of the date of the last such filingamendment), each Company Parent SEC Document filed pursuant to the 1934 Act did not not, and each such Parent SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Comcast has delivered or made available to Parent AT&T (i) the Company's Comcast’s annual reports on Form 10-K for its fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its Comcast’s proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Comcast shareholders held since December 31, 1999 1998, and (iviii) all of its Comcast’s other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company “Comcast SEC Documents"”). (b) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Company Comcast SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (orand, if amended or superceded by a filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filing), each Company Comcast SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Comcast SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company RHCI has delivered or made ----------- available to Parent the Company (i) the Company's its annual reports report on Form 10-K for its the fiscal years year ended December 31June 30, 1999 and 19980000 (xxx "XXXX 00-X"), (iixx) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended September 30, 1995, December 31, 1995 and Xxxxx 00, 0000, (xxx) its current reports on Form 8-K dated August 2, 1995 and September 20, 1995, (iv) its proxy or information statements statement relating to meetings ofthe annual meeting of stockholders held on November 10, or actions taken without a meeting by1995, the stockholders of the Company held since December 31, 1999 and (ivv) all of its other reports, statements, schedules and registration statements filed by RHCI with the SEC since December 31June 30, 1999 1995, and in each case all materials incorporated therein by reference or filed therewith as exhibits (the documents filings referred to in this Section 4.07(a)clauses (i) through (v) above and the materials referred to above, collectivelyin each case delivered or made available to the Company prior to the date hereof, being hereinafter referred to as the "Company RHCI SEC DocumentsFilings"). (b) As of its filing date, each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, statement and any amendment thereto filed pursuant to the 1933 Securities Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00001999 and June 30, 1999, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a5.07(a), collectively, the "COMPANY SEC DOCUMENTS".) The Company has filed all forms, reports and documents required to be filed with the SEC Documentssince January 1, 1996 (the "FILED SEC DOCUMENTS"). (b) As of its the filing date, each Company Filed SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company Filed SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Filed SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent Acquirer (i) the Company's its annual reports on Form 10-K for its fiscal years ended December January 31, 1999 1997, 1998 and 19981999, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00April 30, 0000July 31 and October 31, 1999, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, 3.7(a) being referred to collectively as the "Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended October 31, 1999 is referred to herein as the "Company 10-Q." (b) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), each Company SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports report on Form 10-K for its fiscal years year ended December 31June 28, 1999 and 19981997, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00September 28, 00001997, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31June 28, 1999 1997 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission ("SEC") since December 31June 28, 1999 1997 (the documents referred to in this Section 4.07(a), collectively, 3.07(a) being referred to collectively as the "Company COMPANY SEC DocumentsFILINGS"). The Company's quarterly report on Form 10-Q for its fiscal quarter ended September 28, 1997 is referred to herein as the "COMPANY 10-Q". (b) As of its filing date, each Company SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available filed all forms, reports, statements and other documents required to Parent be filed with (i) the Company's annual reports SEC including, without limitation, (A) all Annual Reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998KSB, (iiB) its quarterly report all Quarterly Reports on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000QSB, (xxxC) its proxy all Reports on Form 8-K, (D) all other reports or information registration statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (ivE) all of its other reports, statements, schedules amendments and supplements to all such reports and registration statements filed with the SEC since December 31, 1999 (the documents collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, statements and other documents in (i) and (ii) of this Section 4.07(a)2.7 being referred to herein, collectively, as the "Company SEC DocumentsReports"). . The Reports (bi) As of its filing date, each Company SEC Document complied as to form were prepared in all material respects in accordance with the applicable requirements of applicable law (including, with respect to the 1933 SEC Reports, the Securities Act of 1933, as amended (the "Securities Act"), and the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. , and the rules and regulations of the SEC thereunder applicable to such SEC Reports) and (cii) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not at the time they were filed contain any untrue statement of a material fact or omit to state any 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. (d) Each Company SEC Document that is a registration statement. In addition, as amended or supplemented, if applicable, filed pursuant to since the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary last quarterly report of the Company is subject to on Form 10-QSB filed with the periodic reporting requirements of SEC, there have been no material events that require disclosure under the 1934 Exchange Act.

SEC Filings. (a) The Company has made available delivered to Parent Acquiror (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1995, 1996 and 19981997, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after December 31, 00001997, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1997, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1997 (the documents referred to in this Section 4.07(a), collectively, 3.07(a) being referred to collectively as the "Company SEC Documents"). The Company's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is referred to herein as the "Company 10-Q". (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports report on Form 10-K for its fiscal years year ended December 31September 30, 1999 and 19981996, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after September 30, 00001996, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31September 30, 1999 1996 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission ("SEC") since December 31September 30, 1999 1996 (the documents referred to in this Section 4.07(a), collectively, 3.07(a) being referred to collectively as the "Company SEC DocumentsFilings")) . The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1997 is referred to herein as the "Company 10-Q". (b) As of its filing date, each Company SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available filed all required reports, schedules, forms, statements and other documents required to Parent be filed by it with the SEC since August 13, 1997. (ib) The Company has filed with the SEC: (1) the Company's annual reports on Form Company 10-K for its fiscal years ended December 31, 1999 and 1998, K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx2) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998; and (iv3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Company SEC Documents") (the documents referred to in this Section 4.07(aSections 4.8(a) and (b), collectively, the "Company SEC Documents"). (bc) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (cd) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company AT&T has delivered or made available to Parent Comcast (i) the CompanyAT&T's annual reports on Form 10-K for its fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its AT&T's proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company AT&T shareholders held since December 31, 1999 1998, and (iviii) all of its AT&T's other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company AT&T SEC Documents"). (b) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Company AT&T SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (orand, if amended or superceded by a filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filing), each Company AT&T SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company AT&T SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent each Investor or its counsel (i) the Company's annual reports report on Form 10-K for its fiscal years year ended December 31June 30, 1999 and 1998(the "Company 10-K"), (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00September 30, 00001999 and December 31, 1999, respectively, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31June 30, 1999 1999, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31June 30, 1999 (the documents referred to in this Section 4.07(a3.06(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than NabiscoSince July 1, Inc.1999, no Subsidiary of the Company is subject and its Subsidiaries, as applicable, have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with the periodic reporting requirements of the 1934 ActCommission.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports Annual Reports on Form 10-K for its fiscal years ended December 31, 1999 1998 and 19981999, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00002000 and June 30, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31, 1999 1999, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a5.07(a), collectively, the "Company SEC Documents"). (b) As of its the filing datedate (or, if amended, as of the date of the last such amendment) each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may beapplicable. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereofamended, on as of the date of the last such filingamendment), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent Buyer (i) the Company's its annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 1997, and 1998its amendments to such report on Form 10K/A filed on April 30, 1998 and May 6, 1998 (as so amended, the Form 10-K), (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December ending March 31, 1999 1998 (the Form 10-Q), and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 Securities and Exchange Commission (the documents referred to in this Section 4.07(a)SEC) since September 1, collectively, the "Company SEC Documents")1997. (b) As of its filing datedate (or in the case of the Form 10-K, as of May6, 1998) each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act of 1933, as amended (the Securities Act), as of the date such statement or amendment became effective, effective complied in all material respects with the applicable requirements of the Securities Act and 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 not misleading. (e) Other than Nabisco. Except for Mercom, Inc., no Subsidiary none of the Company Companys Subsidiaries is subject required to file any reports, forms or other documents with the periodic reporting requirements of SEC under the 1934 Exchange Act or has made any filings under the Securities Act.

SEC Filings. (a) The Company SEQUUS has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 Securities and Exchange Commission (the "SEC") all required forms, reports, registration statements and documents required to be filed by it with the SEC (collectively, all such forms, reports, registration statements and documents filed since January 1, 1995 are referred to in this Section 4.07(a), collectively, herein as the "Company SEQUUS SEC DocumentsReports"). (b) As . All of its filing date, each Company the SEQUUS SEC Document Reports complied as to form form, when filed, in all material respects with the applicable requirements provisions of the 1933 Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act") and the 1934 Exchange Act, as . Accurate and complete copies of the case may be. (c) SEQUUS SEC Reports have been made available to ALZA. As of its filing date their respective dates, the SEQUUS SEC Reports (or, if amended or superceded when taken together with the documents incorporated by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act reference therein and all exhibits and schedules thereto) did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 therein, in light of the circumstances under which they were made, not misleading. (e. SEQUUS has been advised by each of its executive officers and directors that each such person and such persons' affiliates have complied with all filing requirements relating to SEQUUS under Section 13 and Section 16(a) Other than Nabisco, Inc., no Subsidiary of the Company is subject to Exchange Act except as disclosed in the periodic reporting requirements of the 1934 ActSEQUUS SEC Reports.

SEC Filings. (a) The Company Comcast has delivered or made available to Parent AT&T (i) the CompanyComcast's annual reports on Form 10-K for its fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its Comcast's proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Comcast shareholders held since December 31, 1999 1998, and (iviii) all of its Comcast's other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company Comcast SEC Documents"). (b) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Company Comcast SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (orand, if amended or superceded by a filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filing), each Company Comcast SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Comcast SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available provided to Parent and Acquisition true and complete copies of (i) the Company's annual reports Annual Reports of the Company on Form 10-K for its fiscal the years ended December 31, 1999 1994, 1995 and 19981996, (ii) its quarterly report the Quarterly Report of the Company on Form 10-Q for its fiscal quarter the three months ended Xxxxx Mxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31January 1, 1999 1994, and (iv) all of its other reports, statements, schedules statements and registration statements filed by the Company with the SEC since December 31January 1, 1999 1994 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC DocumentsFilings").. The Company SEC Filings (including, without limitation, any financial statements or schedules included therein) (bi) As of its filing date, each Company SEC Document complied as to form were prepared in all material respects compliance with the applicable requirements of the 1933 Securities Act and of 1933, as amended (the 1934 "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. , in all material respects and (cii) As did not at the time of its filing date (oror if amended, if amended supplemented or superceded superseded by a filing prior to the date hereof, on the date of such that filing), each Company SEC Document filed pursuant to the 1934 Act did not ) contain any untrue statement of a material fact or omit to state any 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. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as . None of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Subsidiaries is required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Since April 24, 2014, the Company has made available filed with the Securities and Exchange Commission (the “SEC”) all required reports and filings (the “Company SEC Documents”). As of the time of filing with the SEC (or, if amended or superseded by a filing prior to Parent the Closing Date, then on the date of such filing): (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders each of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document Documents complied as to form in all material respects with the applicable requirements of the 1933 Securities Act and or the 1934 Act, Exchange Act (as the case may be. ) and (cii) As none of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not contain Documents contained any untrue statement of a material fact or omit omitted to state any 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 of the Company’s financial statements (dincluding the related footnotes) Each included in the Company SEC Document that is a registration statementDocuments complied at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, as amended or supplementedand presents fairly, if applicablein all material respects, filed pursuant to the 1933 Act, consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the date such statement respective dates or amendment became effectivefor the respective periods set forth therein, did not contain all in conformity with International Financial Reporting Standards (IFRS) consistently applied during the periods covered thereby except as otherwise noted therein, and subject, in the case of any untrue statement unaudited interim financial statements included therein, to normal year-end adjustments and an absence of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingcomplete footnotes. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company IDC has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since 1991. (b) IDC has delivered or made available to Parent DWS: (i1) the Company's annual reports on Form IDC 10-K for its fiscal years ended December 31, 1999 and 1998, K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx2) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company IDC held since December 31June 30, 1999 2001; and (iv3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31June 30, 1999 2001 (the documents referred to in this Section 4.07(aSections 5.5(a) and (b), collectively, the "Company IDC SEC Documents"). (bc) As of its filing date, each Company IDC SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (cd) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company IDC SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company IDC SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company HCCH has made available since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to Parent be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has delivered, and will promptly deliver in the case of any of the following filed with the SEC on or after the date hereof and prior to the Closing Date, to MGU: (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1995 and 1998, 1994; (ii) its quarterly report any current reports on Form 108-Q for its fiscal quarter ended Xxxxx 00K since January 1, 0000, (xxx) 1997 and its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company HCCH held since December 31January 1, 1999 and 1997; and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the 1996. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may beSEC. (c) As of its filing date (ordate, if amended no such report or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document statement filed pursuant to the 1934 Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Contributee has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31heretofore filed all forms, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, registration statements, definitive proxy statements, schedules and registration statements filed other materials with the SEC since December 31, 1999 required to be filed pursuant to the Exchange Act or other federal securities Laws as required under applicable Law (the documents referred to in this Section 4.07(a“SEC Reports”), collectively, the "Company SEC Documents"). (b) . As of its filing datetheir respective dates, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if applicable, the dates such SEC Reports were amended or superceded by a filing prior to the date hereof, on the date of such filing)SEC Reports (including, each Company SEC Document filed pursuant without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements (including but not limited to the 1934 Sxxxxxxx-Xxxxx Act did not contain any untrue statement of a material fact or omit to state any material fact necessary the extent then in order to make the statements made therein, in the light effect and applicable) of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statementSecurities Act or the Exchange Act, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, and other federal securities Laws as of the date such statement or amendment became effectivethereof. The SEC Reports, when filed and as amended from time to time, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. (e) Other than Nabisco; provided, Inc.however, that no Subsidiary representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information furnished by Contributee to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act or other information that is treated by SEC regulations as not being “filed” for the purposes of the Company is subject to the periodic reporting requirements of the 1934 Exchange Act.

SEC Filings. (a) The Company Lucent has made available to Parent Alcatel (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31September 30, 1999 2003, 2004 and 19982005, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after September 30, 00002005, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Lucent held since December 31September 30, 1999 2004, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31September 30, 1999 2005 (the documents referred to in this Section 4.07(a), collectively, 3.07(a) being referred to in this Agreement collectively as the "Company Lucent SEC Documents"). (b) As of its filing datedate or, if amended prior to the date of this Agreement, as of the date of the last such amendment prior to the date of this Agreement, each Company Lucent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the 1933 Act and the 1934 Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act, as the case may be"). (c) As of its filing date (date, or, if amended or superceded by a filing prior to the date hereofof this Agreement, on as of the date of the last such filing)amendment prior to the date of this Agreement, each Company Lucent SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company registration statement constituting a Lucent SEC Document that is a registration statementDocument, as amended or supplemented, if applicable, filed with the SEC by Lucent pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than NabiscoLucent has established and maintains a system of "disclosure controls and procedures" and "internal control over financial reporting" (as such terms are defined in paragraphs (e) and (f), Inc.respectively, no Subsidiary of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles ("US GAAP"), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Lucent's assets. As of September 30, 2005, (x) there were no "material weaknesses" (as defined by the Public Company is subject Accounting Oversight Board) and (y) there was no series of multiple "significant deficiencies" (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a "material weakness" in the periodic reporting requirements design or operation of Lucent's internal controls. Since September 30, 2005, neither Lucent nor any of its Subsidiaries nor, to Lucent's knowledge, Lucent's independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by Lucent and its Subsidiaries, (B) any fraud, whether or not material, that involves Lucent's management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Lucent and its Subsidiaries or (C) any material claim or allegation regarding any of the 1934 foregoing. (f) The "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Lucent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lucent 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 all such information required to be disclosed is accumulated and communicated to Lucent's management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of Lucent to make the certifications required under the Exchange Act with respect to such reports.

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December March 31, 1999 2003, 2002 and 19982001, as amended, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements statement relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December March 31, 1999 2000, and (iviii) all of its other reports, forms, statements, schedules and schedules, registration statements and other documents (including exhibits and other information incorporated therein) filed with the SEC since December March 31, 1999 2001 (the documents referred to in this Section 4.07(a), collectively, 4.09(a) being referred to collectively as the "Company SEC DocumentsFilings"). (b) As of its respective filing date, each such Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document Filing filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each such Company SEC Document Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act of 1933, as amended (the "Securities Act"), as of the date such 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 made therein, in the light of the circumstances under which they were made, not misleading. (ed) Other than NabiscoAs of its filing date, Inc., no Subsidiary of each Company SEC Filing complied as to form in all material respects with the Company is subject to the periodic reporting applicable requirements of the 1934 Securities Act or the Exchange Act, as the case may be.

SEC Filings. (ai) The Company has made available delivered to Parent O&P (ia) the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 1995 (the "Company 10-KSB"), (b) its quarterly reports on Form 10-K QSB for its fiscal years quarters ended December March 31, 1999 1996 and 1998June 30, 1996, (iic) its quarterly current report on Form 108-Q for its fiscal quarter ended Xxxxx 00K dated January 6, 00001996, (xxxd) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1995, and (ive) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1999 1995, and all materials incorporated therein by reference (the documents filings referred to in this Section 4.07(a), collectively, clauses (a) through (e) above and delivered to O&P prior to the date hereof being hereinafter referred to as the "Company SEC DocumentsFilings"). (bii) As of its filing date, each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (diii) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, statement and any amendment thereto filed pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the "Securities Act"), as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Amerin has made available delivered to Parent CMAC (i) the Company's its annual reports report on Form 10-K for its fox xxx fiscal years year ended December 31, 1999 and 19981997 (the "Amerin 10-K"), (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx 00xxx xxx xxxxxx xxxxxxxx xxxxx after December 31, 00001997, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Amerin held since December 31, 1999 1997 and (iv) all of its other reportsrepoxxx, statementsxtatements, schedules schedules, prospectuses and registration statements filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1999 1997 (the documents referred to in this Section 4.07(a), collectively, 3.9(a) being referred to collectively as the "Company Amerin SEC DocumentsFilings"). Amerin's quarterly report on Form 10-Q for xxx xxscal quarter endex Xxxxxxber 30, 1998 is referred to herein as the "Amerin 10-Q". (b) As of its filing date, each Company SEC Document Amerin XXX Xxling complied as to form in all material respects with the witx xxx applicable requirements of the 1933 Securities Act and the 1934 Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Amerin SEC Document Filing filed pursuant to the 1934 Exchange Act did not contain any contaxx xxx untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, if any, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has delivered or made available to Parent (i) the Company's ’s annual reports on Form 10-K for its fiscal years ended December March 31, 1999 2003, 2002 and 19982001, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx June 30, 2003, September 30, 2003 and Xxxxxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December March 31, 1999 2003, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December March 31, 1999 2003 (the documents referred to in this Section 4.07(a), collectively, the "“Company SEC Documents"”). (b) As of its filing date, each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Lahaina has made available delivered, or the following were available, to Parent Accent: (i) its Registration Statement on Form S-1 (Registration No. 333-74607) as declared effective by the Company's SEC; (ii) its annual reports on Form 10-K for its fiscal years ended December 31September 30, 1999 1998 and 1998, 1997; (iiiii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions without meeting taken without a meeting by, the stockholders shareholders of the Company Lahaina held since December 31, 1999 and 1998, to the extent that such information statements exist; and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents")1998. (b) As of its filing date, each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such statement or amendment became effective, complied as to form in all material respects with the requirements of the Securities Act and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent Buyer (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1997 (as amended through May 6, 1998), 1996 and 19981995, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00, xxx Xxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1995, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission (the SEC) since December 31, 1999 1995. As used herein, the term Form 10-K means the Companys annual report on Form 10-K for the fiscal year ended December 31, 1997 (the documents referred to in this Section 4.07(aas amended through May 6, 1998), collectivelyand the term Form 10-Q means the Companys quarterly report on Form 10-Q for the fiscal quarter ended June 30, the "Company SEC Documents")1998. (b) As of its filing datedate (or in the case of the Form 10-K, as of May 6, 1998), each Company SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act of 1933, as amended (the Securities Act), as of the date such statement or amendment became effective, complied in all material respects with the applicable requirements of the Securities Act and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Parent has delivered or made available to Parent the Company (i) the Company's its annual reports report on Form 10-K for its fiscal years year ended December 31September 30, 1999 and 19981996 (the "Parent 10-K"), (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after September 30, 00001996, (xxxiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by, the by Parent's stockholders of the Company held since December 31September 30, 1999 1996, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31September 30, 1999 1996 (the documents referred to in this Section 4.07(a), collectively, being referred to collectively as the "Company Parent SEC DocumentsFilings"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended June 30, 1997 is referred to herein as the "Parent 10-Q". (b) As of its filing date, each Company Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Vodavi has delivered, or otherwise made available via the XXXXX system maintained by the SEC, to Parent Vertical (i) the Company's Vodavi’s annual reports on Form 10-K for its fiscal years ended December 31, 1999 2005, 2004 and 19982003, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31 and June 30, 00002006, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, of the stockholders of the Company held Vodavi since December 31, 1999 2005 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 2005 (the documents referred to in this Section 4.07(a)4.07, collectivelytogether with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the "Company “Vodavi SEC Documents"”). (b) As of its filing date, except as set forth in a subsequent Vodavi SEC Document filed prior to the date of this Agreement, each Company Vodavi SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, each as in effect on its respective filing date. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company Vodavi SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Vodavi SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) At the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting bytime of filing thereof, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document Filings complied as to form in all material respects with the applicable requirements of the 1933 1934 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. The Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default of any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default of any Material Contract. Neither the Company nor any Subsidiary has received any notice of the intention of any party to terminate any Material Contract. (db) Each registration statement and any amendment thereto filed by the Company SEC Document that is a registration statementsince January 1, as amended or supplemented, if applicable, filed 2002 pursuant to the 1933 Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did 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; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act since January 1, 2002, as of its issue date and as of the closing of any sale of securities pursuant thereto did 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 the light of the circumstances under which they were made, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1997, 1998 and 19981999, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00002000 and June 30, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1999, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents").. ------- (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each such Company SEC Document (except the Company Proxy Statement which shall be governed by Section 4.09) ---- filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company HCCH has since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has made available, and will promptly make available in the case of any of the following filed with the SEC on or after the date hereof and prior to Parent the Closing Date, to the Shareholders: (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1995 and 1998, 1994; (ii) its quarterly report any current reports on Form 108-Q for its fiscal quarter ended Xxxxx 00K since January 1, 0000, (xxx) 1997 and its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company HCCH held since December 31January 1, 1999 and 1997; and (iviii) all of its other reports, including reports on Form 10-Q, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the 1996. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may beSEC. (c) As of its filing date (ordate, if amended no such report or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document statement filed pursuant to the 1934 Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent MergerSub (i) the Company's annual reports report on Form 10-K for its fiscal years the year ended December 31, 1999 and 19981996 (the "Company 10-K") , (ii) its quarterly report reports on Xxxx 00-X xxx xxx xxxxxx xxxxxxxx xxxxx Xxxxh 31, 1997, June 30, 1997 and September 30, 1997 and its current reports on Form 8-K dated May 12, 1997 and October 8, 1997 (together with the Company 10-Q for its fiscal quarter ended Xxxxx 00K, 0000the "Current SEC Reports"), (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31January 1, 1999 1996, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 Securities and Exchange Commission (the documents referred to in this Section 4.07(a)"SEC") since January 1, 1996 (collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended such report or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document statement filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The the Company has filed all required forms, reports, statements, schedules, registration statements and other documents required to be filed by it with the SEC since January 1, 2002 and has, prior to the date hereof, delivered or made available to Parent (i) the Company's annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 and 19982002, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00002003, June 30, 2003 and September 30, 2003, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31, 1999 2002, and (iv) all of its other forms, reports, statements, schedules and schedules, registration statements and other documents filed with the SEC since December 31, 1999 2002 (the documents referred to in this Section 4.07(a)5.08(a) collectively with any other forms, collectivelyreports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof, the "Company COMPANY SEC DocumentsDOCUMENTS".). (b) As of its filing date, each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof on the date of its filing 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than NabiscoEach required form, Inc., no Subsidiary of report and document containing financial statements that has been filed with or submitted to the SEC by the Company is subject since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company's chief executive officer and chief financial officer pursuant to the periodic reporting requirements Sarbanes-Oxley Act and, at the time of filing or submission of each suxx xxxxxxxxxxxon, such certification was true and accurate and complied with the 1934 Sarbanes-Oxley Act.

SEC Filings. (a) The Company has made available to Parent (i) Full Disclosure. None of the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed filings with the SEC since December 31, 1999 Securities and Exchange Commission (the documents referred to in this Section 4.07(a)"Commission") since January 1, collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not 1998 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 the light of the circumstances under which they were made, not misleading. ; the Company has, since January 1, 1998, timely filed all requisite forms, reports and exhibits thereto with the Commission; and the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, Quarterly Reports on Forms 10-QSB for the quarters ended March 31, and June 30, 1998, and the Company's Current Reports on Form 8-K (dDate of Reports: February 11, 1998 and May 26, 1998) Each filed by the Company with the Commission (collectively, the "SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, Reports") 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 therein, in light of the circumstances under which they were made, not misleading. ; There is no fact known to the Company (eother than general economic conditions known to the public generally) Other than Nabisco, Inc., no Subsidiary that has not been disclosed in writing to the undersigned which could reasonably be expected to materially and adversely affect the ability of the Company is subject to the periodic reporting requirements of the 1934 Act.perform its obligations pursuant to this Agreement;

SEC Filings. (a) The Company Borrower has made available to Parent the Lender (i) the Company's its annual reports on Form 10-K for its fiscal years ended December March 31, 1998, 1999 and 19982000, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00June 30, 00002000 and September 30, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Borrower held since December March 31, 1999 2000, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December March 31, 1999 2000 (the documents referred to in this Section 4.07(a), collectively, 4.21(a) being referred to collectively as the "Company Borrower SEC Documents").. The Borrower's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 2000 is referred to herein as the "Borrower 10-Q." (ba) As of its filing date, each Company Borrower SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be1933 Xxx. (cb) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Borrower SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Except as set forth on Schedule 3.05 attached hereto, the Company has made available to Parent filed with the Securities and Exchange Commission (the "SEC") all required reports, schedules, forms, statements and other documents from February 28, 1992 through the date hereof, including (i) the Company's annual reports on Form 10-K for its all fiscal years ended December 31, 1999 and 1998during such period, (ii) its the quarterly report reports on Form 10-Q required for its all fiscal quarter ended Xxxxx 00, 0000quarters during such period, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31, 1999 during such period and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 during such period (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing datedate or, each Company SEC Document complied if amended, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Actdate of its amendment, as the case may be. , each such report, proxy or information statement (c) As of its filing date (oras amended or supplemented, if amended or superceded by a filing prior to the date hereof, on the date of such filingapplicable), each Company SEC Document filed pursuant to the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, statement (as amended or supplemented, if applicable, ) filed pursuant to the 1933 ActSecurities Act of 1933, as of amended (the "Securities Act") on the date such statement statement, amendment or amendment supplement became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company AT&T has delivered or made available to Parent Comcast (i) the CompanyAT&T's annual reports on Form 10-K for its fiscal Fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its AT&T's proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company AT&T shareholders held since December 31, 1999 1998, and (iviii) all of its AT&T's other reports, statements, schedules and registration statements filed Filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company AT&T SEC Documents"). (b) As of its filing dateFiling date (and, if amended or superceded by a Filing prior to the date of this Agreement or the Effective Time, then on the date of such Filing), each Company AT&T SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing Filing date (orand, if amended or superceded by a filing Filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filingFiling), each Company AT&T SEC Document filed Filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company AT&T SEC Document that is a registration statement, as amended or supplemented, if applicable, filed Filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1999, 2000 and 19982001, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx 00March 31, 00002002, (xxxiii) its proxy or information statements relating to meetings ofxxxxxxxx xx, or actions xx xxxxxns taken without a meeting by, the stockholders of the Company held since December 31, 1999 2001, and (iv) all of its other reports, statements, schedules and registration statements filed by the Company with the SEC since December 31, 1999 2001 (the documents referred to in this Section 4.07(a)5.07(a) and all other forms, reports and documents required to be filed by the Company with the SEC since the effective date of the registration statement for the Company's initial public offering, collectively, the "Company COMPANY SEC DocumentsDOCUMENTS"). (b) As of its the filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Vodavi has delivered, or otherwise made available via the EXXXX system maintained by the SEC, to Parent Vertical (i) the Company's Vodavi’s annual reports on Form 10-K for its fiscal years ended December 31, 1999 2005, 2004 and 19982003, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31 and June 30, 00002006, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, of the stockholders of the Company held Vodavi since December 31, 1999 2005 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 2005 (the documents referred to in this Section 4.07(a)4.07, collectivelytogether with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the "Company “Vodavi SEC Documents"”). (b) As of its filing date, except as set forth in a subsequent Vodavi SEC Document filed prior to the date of this Agreement, each Company Vodavi SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, each as in effect on its respective filing date. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company Vodavi SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Vodavi SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) the Company's (A) its annual reports on Form 10-K for its fiscal years year ended December 31, 1999 2020 and 1998(B) a true, (ii) complete and correct draft of its quarterly annual report on Form 10-Q K for its fiscal quarter year ended Xxxxx 00December 31, 00002021 (the “Company 2021 Form 10-K”) and the Company shall cause a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 to be filed with the SEC no later March 1, 2022 and such filing will not contain any material changes from the Company 2021 Form 10-K, (xxxii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 2020 and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 2020 (the documents referred to in this Section 4.07(a), collectively, 3.7(a) being referred to collectively as the "“Company SEC Documents"”). (b) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act, the Securities Act and the 1934 Act, as Xxxxxxxx-Xxxxx Act and the case may berules and regulations thereunder. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed by the Company since January 1, 2020, pursuant to the 1933 Securities Act, as of the date such 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 not misleading. (e) Other than NabiscoThe Company has timely filed with or furnished to the SEC all forms, Inc.reports, no Subsidiary of schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the SEC by the Company is subject to the periodic reporting requirements of the 1934 Actsince January 1, 2020.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00001999 and June 30, 1999, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a5.07(a), collectively, the "Company SEC Documents".) The Company has filed all forms, reports and documents required to be filed with the SEC since January 1, 1996 (the "Filed SEC Documents"). (b) As of its the filing date, each Company Filed SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company Filed SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Filed SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Omnipoint has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1997. (b) Omnipoint has delivered or made available to Parent the Company: (i1) the Company's annual reports on Form Omnipoint 10-K for its fiscal years ended December 31, 1999 and 1998, K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx2) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Omnipoint held since December 31, 1999 1998; and (iv3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Omnipoint SEC Documents") (the documents referred to in this Section 4.07(aSections 5.5(a) and (b), collectively, the "Company Omnipoint SEC Documents"). (bc) As of its filing date, each Company Omnipoint SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (cd) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Omnipoint SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company Omnipoint SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Parent has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements timely filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since December 31July 29, 1999 under the 1933 Act and 1934 Act (the documents Documents referred to in this Section 4.07(a5.06(a), collectively, the "PARENT SEC DOCUMENTS"). Parent has made available to Company true and complete copies of the Parent SEC Documents"). (b) As of its filing datedate or, if amended or superseded by a filing prior to the date hereof, on the date of such filing, each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabiscoas included within the Parent SEC Documents, Inc.the Parent Subsidiaries are not required to file any forms, no Subsidiary of reports or other documents with the Company is subject to the periodic reporting requirements of the 1934 ActSEC.

SEC Filings. (a) The Company Parent has made available to Parent the Company (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31June 30, 1999 1999, 2000 and 19982001, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company Parent held since December 31, 1999 2000, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 2000 (the documents referred to in this Section 4.07(a), collectively, 5.6(a) being referred to collectively as the "Company Parent SEC Documents").. Parent's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2002 is referred to herein as the "Parent 10-Q." (b) As of its filing date, each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Securities Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than NabiscoSince January 1, Inc.2000, no Subsidiary Parent has timely filed all forms, statements, reports and documents required of it to be filed with the Company is subject to the periodic reporting requirements of the 1934 ActSEC and NNM.

SEC Filings. (a) The Company has delivered or made available to Parent (i) the Company's ’s annual reports on Form 10-K for its fiscal years ended December 312002, 1999 2003 and 19982004, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00July 24, 00002005, October 23, 2005 and January 22, 2006, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31April 24, 1999 2004, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31April 24, 1999 2004 (the documents referred to in this Section 4.07(a4.7(a), collectively, the "“Company SEC Documents"”). (b) As of its filing date, each Company SEC Document complied filed prior to the date of this Agreement complied, and each such Company SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document filed prior to the date of this Agreement pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date of this Agreement 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed prior to the date of this Agreement pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not not, and each such Company SEC Document filed subsequent to the date of this Agreement will 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 not misleading. (e) Other than NabiscoAt the time each Company’s SEC Document filed after July 30, Inc.2002 was filed with the SEC, no Subsidiary such Company SEC Document included or was accompanied by the certifications required by the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), each such certification was true and correct and complied with the Xxxxxxxx-Xxxxx Act and each such Company is subject to SEC Document otherwise complied in all material respects with the periodic reporting applicable requirements of the 1934 Xxxxxxxx-Xxxxx Act.

SEC Filings. (a) The Company NATK has made available to Parent IPF: (i) the CompanyNATK's annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 and 19981994 (the "1994 Form 10-k"), (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December March 31, 1999 1995, and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission since December 31January 1, 1999 1995, but only such pre-effective amendments to such registration statements as contain material information not fully reflected in any subsequent amendment to such registration statements (the or to any prospectus included therein) made available to IPF. The documents referred to in this Section 4.07(a), collectively, the preceding sentence are sometimes referred to herein as the "Company SEC Documents."). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended such report or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document statement filed pursuant to the 1934 Securities Exchange Act of 1934, as amended to date, did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, statement (if any) as amended or supplemented, supplement if applicable, filed pursuant to the 1933 ActSecurities Act of 1933, as amended to date, as of the date such 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 in order to make the statements therein made therein, in light of the circumstances under which they were made in the case of prospectuses, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Parent has delivered to the Company has made available to Parent (i) the Company's its annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 and 19981996, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after December 31, 00001996, (xxxiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by, the by Parent's stockholders of the Company held since December 31, 1999 1996, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1996 (the documents referred to in this Section 4.07(a), collectively, ) being referred to collectively as the "Company PARENT SEC DocumentsFILINGS"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1997 is referred to herein as the "PARENT 10-Q". (b) As of its filing date, each Company Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1997 and 1998, (ii1998,(ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00001999 and June 30, (xxx1999,(iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, the "Company COMPANY SEC DocumentsDOCUMENTS".). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary None of the Company Company's Subsidiaries is subject required to file any forms, reports or other documents with the periodic reporting requirements of the 1934 ActSEC.

SEC Filings. (a) The Company Parent has made available to Parent the Company (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1997, 1998 and 19981999, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00September 30, 00002000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Parent held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, 4.6(a) being referred to collectively as the "Company PARENT SEC DocumentsDOCUMENTS").. Parent's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 2000 is referred to herein as the "PARENT 10-Q." (b) As of its filing date, each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company IFT has made available delivered to Parent Hyatt (i) the Company's annual reports on Form 10-K for its fiscal years year ended December October 31, 1999 and 1998, 1995 (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00July 31, 00001996, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company IFT held since December 31January 1, 1999 1996, and (iv) all of its other reports, statements, schedules and registration statements filed by IFT with the SEC since December 31, 1999 Securities and Exchange Commission (the documents referred to in this Section 4.07(a)"SEC") since January 1, 1993 (collectively, the "Company SEC DocumentsREPORTS"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document Report filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading, it being understood that in making the representation in this Section 5.6(b), IFT reserves the right to assert defenses, if any, it could have asserted if a violation of Section 10(b) of the Exchange Act had been alleged. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act of 1933, as amended (THE "SECURITIES ACT"), as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc.it being understood that in making the representation in this Section 5.6(c), no Subsidiary IFT reserves the right to assert defenses, if any, it could have asserted if a violation of Sections 11 or 12 of the Company is subject to the periodic reporting requirements of the 1934 ActSecurities Act had been alleged.

SEC Filings. (a) The Company has made available filed all forms, reports, statements and other documents required to Parent be filed with (i) the Company's annual reports Securities and Exchange Commission (the "SEC") including, without limitation, (A) all Annual Reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998KSB, (iiB) its quarterly report all Quarterly Reports on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000QSB, (xxxC) its proxy all Reports on Form 8-K, (D) all other reports or information registration statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (ivE) all of its other reports, statements, schedules amendments and supplements to all such reports and registration statements filed with the SEC since December 31, 1999 (the documents collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, statements and other documents in (i) and (ii) of this Section 4.07(a)II.4 being referred to herein, collectively, as the "Company SEC DocumentsReports"). . The Reports (bi) As of its filing date, each Company SEC Document complied as to form were prepared in all material respects in accordance with the applicable requirements of applicable law (including, with respect to the SEC Reports, the Securities Act of 1933 Act (the "Securities Act") and the 1934 ActSecurities Exchange Act of 1934, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such SEC Reports) and (cii) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not at the time they were filed contain any untrue statement of a material fact or omit to state any 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. (d) Each . In addition, since the last Report and except as disclosed in Company SEC Document that is a registration statementpress releases, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, did not contain any untrue statement of a there have been no material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary of events involving the Company is subject to that require disclosure under the periodic reporting requirements of the 1934 Actsecurities laws.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1998, 1997 and 19981996, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31, 1999 1997, and (iviii) all of its the other reports, statements, schedules and registration statements filed by the Company with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a5.07(a), collectively, the "Company SEC Documents".). (b) As of its the filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such later filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Except as set forth on Schedule 3.05 attached ------------- hereto, the Company has made available to Parent filed with the Securities and Exchange Commission (the "SEC") all required reports, schedules, forms, --- statements and other documents from January 1, 1993 through the date hereof, including (i) the Company's annual reports on Form 10-K for its all fiscal years ended December 31, 1999 and 1998during such period, (ii) its the quarterly report reports on Form 10-Q required for its all fiscal quarter ended Xxxxx 00, 0000quarters during such period, (xxxiii) its all proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31during such period, 1999 and (iv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1999 during such period (the documents "SEC --- Documents") except where the failure to file any such SEC --------- Document referred to in this Section 4.07(a)Subparagraph 3.05(a)(iv) is not likely to have, collectivelyindividually or in the aggregate, the "a Company SEC Documents")Material Adverse Effect. (b) As of its filing datedate or, each Company SEC Document complied if amended, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Actdate of its amendment, as the case may be. , each such report, proxy or information statement (c) As of its filing date (oras amended or supplemented, if amended or superceded by a filing prior to the date hereof, on the date of such filingapplicable), each Company SEC Document filed pursuant to the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, statement (as amended or supplemented, if applicable, ) filed pursuant to the 1933 ActSecurities Act of 1933, as of amended (the "Securities Act"), on the date such statement -------------- statement, amendment or amendment supplement became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company HCCH has since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has made available, and will promptly make available in the case of any of the following filed with the SEC on or after the date hereof and prior to Parent the Closing Date, to Continental: (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1995 and 1998, 1994; (ii) its quarterly report any current reports on Form 108-Q for its fiscal quarter ended Xxxxx 00K since January 1, 0000, (xxx) 1997 and its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company HCCH held since December 31January 1, 1999 and 1997; and (iviii) all of its other reports, including reports on Form 10-Q, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the 1996. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may beSEC. (c) As of its filing date (ordate, if amended no such report or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document statement filed pursuant to the 1934 Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Comcast has delivered or made available to Parent AT&T (i) the CompanyComcast's annual reports on Form 10-K for its fiscal Fiscal years ended December 31, 2000, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its Comcast's proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Comcast shareholders held since December 31, 1999 1998, and (iviii) all of its Comcast's other reports, statements, schedules and registration statements filed Filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(aclauses (i), (ii) and (iii) above, collectively, the "Company Comcast SEC Documents"). (b) As of its filing dateFiling date (and, if amended or superceded by a Filing prior to the date of this Agreement or the Effective Time, then on the date of such Filing), each Company Comcast SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing Filing date (orand, if amended or superceded by a filing Filing prior to the date hereofof this Agreement or the Effective Time, then on the date of such filingFiling), each Company Comcast SEC Document filed Filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Comcast SEC Document that is a registration statement, as amended or supplemented, if applicable, filed Filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available delivered to Parent (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 2000 and 19982001 (with all exhibits attached or incorporated by reference to each), (ii) Section 4.9 its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00March 31, 00002002, (xxx) Section 4.10 its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 2000, and (iv) Section 4.11 all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1999 2000 (the documents referred to in this Section 4.07(a), collectively, 4.7(a) being referred to collectively as the "Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2002 is referred to herein as the "Company 10-Q." (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Securities Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than NabiscoSince January 1, Inc.2000, no Subsidiary of the Company is subject has timely filed all forms, statements, reports and documents required of it to be filed with the periodic reporting requirements of the 1934 ActSEC and NNM.

SEC Filings. (a) The Ramsay has delivered to the Company has made available to Parent ----------- (i) the CompanyRamsay's annual reports report on Form 10-K for its the fiscal years year ended December 31June 30, 1999 and 19980000 (xxx "Xxxxxx 00-X"), (iixx) its quarterly report reports on Form 10-Q for its fiscal quarter the periods ended September 30, 1996, December 31, 1996 and Xxxxx 00, 0000, (xxx) its proxy or information statements and additional soliciting materials required to be filed with the SEC relating to meetings of, or actions taken without a meeting byby Ramsay' stockholders held (or scheduled to be held) since June 30, the stockholders of the Company held since December 311996, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 Securities and Exchange Commission (the documents "SEC") since June 30, 1996, and all materials incorporated therein by reference (the filings referred to in this Section 4.07(a), collectively, clauses (i) through (v) above and delivered to the Company prior to the date hereof being hereinafter referred to as the "Company Ramsay SEC DocumentsFilings"). (b) As of its filing date, each Company SEC Document such report or statement filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, statement and any amendment thereto filed pursuant to the 1933 Securities Act of 1933, as amended (the "Securities Act"), as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has delivered or made available to Parent (i) the Company's annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 and 19981996, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after December 31, 00001996, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1996 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission ("SEC") since December 31, 1999 1996 (the documents referred to in this Section 4.07(a), collectively, being referred to collectively as the "Company SEC DocumentsFilings")) . The Company's quarterly report on Form 10-Q for its fiscal quarter ended June 30, 1997 is referred to herein as the "Company 10-Q". (b) As of its filing date, each Company SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent Acquirer (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, 3.7(a) being referred to collectively as the "Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "Company 10-Q." (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. NHTC has previously delivered to the Company true, correct and complete copies of the following documents filed with the SEC (a) The Company has made available to Parent collectively, the "SEC Filings"): (i) the CompanyNHTC's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1995 and 1998December 31, 1996, (ii) its NHTC's quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00March 31, 00001996, June 30, 1996 and September 30, 1996, (xxxiii) its NHTC's proxy or information statements relating to meetings of, or actions taken without a meeting by, by the stockholders of the Company NHTC held since December 31January 1, 1999 1993, and (iv) all of its other reports, statements, schedules and registration statements (including under the Securities Act of 1933, as amended (the "Securities Act")) and other filings (including amendments) filed by NHTC with the SEC since December 31January 1, 1999 (1996. Each SEC Filing filed under the documents referred Exchange Act contains the disclosures required to in this Section 4.07(a)be made therein under the Exchange Act and, collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Actdate thereof, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, Filing filed pursuant under the Securities Act contains the disclosures required to be made therein under the 1933 ActSecurities Act and, as of the date such statement or amendment became effectivethereof, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Borrower has made available to Parent the Lender (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx Marcx 00, 0000, (xxx) its xxx proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Borrower held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, 4.15(a) being referred to collectively as the "Company BORROWER SEC DocumentsDOCUMENTS").. The Borrower's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "BORROWER 10-Q." (b) As of its filing date, each Company Borrower SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Borrower SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has delivered, or otherwise made available available, to Parent (i) the Company's ’s annual reports on Form 10-K for its fiscal years ended December 31, 1999 2003 and 19982002, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 2003 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 2003 (the documents referred to in this Section 4.07(a), collectively, the "“Company SEC Documents"”). For purposes of this Agreement, a document will be deemed made available if it is accessible on-line through the SEC’s XXXXX system. (b) As of its filing date, each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than NabiscoEach required form, Inc., no Subsidiary of report and document containing financial statements that has been filed with or submitted to the SEC by the Company is subject since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the periodic reporting requirements Xxxxxxxx-Xxxxx Act of 2002 (the 1934 “Xxxxxxxx-Xxxxx Act”) and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act.

SEC Filings. (a) The Company has made available filed all reports, schedules, forms, statements and other documents required to Parent be filed by it under the Exchange Act for the three (i) 3)-year period preceding the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, Effective Date (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of such shorter period as the Company held since December 31, 1999 and (ivwas required by Law to file such material) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to in this Section 4.07(a), collectively, herein as the "Company “SEC Documents"Filings”). (b) As At the time of its filing datethereof, each Company or to the extent corrected by a subsequent filing, the SEC Document Filings complied as to form in all material respects with the all applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (dc) Each registration statement and any amendment thereto filed by the Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed during the three (3) year period preceding the date hereof pursuant to the 1933 Securities Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did 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 not misleading; and each prospectus filed during the three (3) year period preceding the date hereof pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. NHTC has previously delivered to the Company true, correct and complete copies of the following documents filed with the SEC (a) The Company has made available to Parent collectively, the "SEC Filings"): (i) the CompanyNHTC's annual reports on Form 10-K for its fiscal years ended December 31, 1999 1995 and 1998December 31, 1996, (ii) its NHTC's quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx March 31, 1996, June 30, 1996, September 30, 1996, and Maxxx 00, 0000, (xxx) its NHTC's proxy or information statements relating to meetings of, or actions taken without a meeting by, by the stockholders of the Company NHTC held since December 31January 1, 1999 1996, (iv) NHTC's registration statement on Form S-3 dated June 11, 1997, and (ivv) all of its other reports, statements, schedules and registration statements (including under the Securities Act of 1933, as amended (the "Securities Act")) and other filings (including amendments) filed by NHTC with the SEC since December 31January 1, 1999 (1996. Each SEC Filing filed under the documents referred Exchange Act contains the disclosures required to in this Section 4.07(a)be made therein under the Exchange Act and, collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Actdate thereof, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) . Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, Filing filed pursuant under the Securities Act contains the disclosures required to be made therein under the 1933 ActSecurities Act and, as of the date such statement or amendment became effectivethereof, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company MediaOne has delivered or made available to Parent Comcast: (i) the CompanyMediaOne's annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 1997 and 1998, the MediaOne 10-K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company MediaOne held since December 31, 1999 1997; and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1997 (the documents referred to in this Section 4.07(a), collectively, the "Company MEDIAONE SEC DocumentsDOCUMENTS"). (b) As of its filing date, each Company MediaOne SEC Document complied (or, in the case of the MediaOne 10-K, will comply) as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (oror in the case of the MediaOne 10-K, if amended or superceded by a filing prior to as of the date hereof, on the date of such filing), each Company MediaOne SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company MediaOne SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available filed all forms, reports, statements and other documents required to Parent be filed with (i) the Company's annual reports SEC including, without limitation, (A) all Annual Reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998KSB, (iiB) its quarterly report all Quarterly Reports on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000QSB, (xxxC) its proxy all Reports on Form 8-K, (D) all other reports or information registration statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (ivE) all of its other reports, statements, schedules amendments and supplements to all such reports and registration statements filed with the SEC since December 31, 1999 (the documents collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, statements and other documents in (i) and (ii) of this Section 4.07(a)II.7 being referred to herein, collectively, as the "Company SEC DocumentsReports"). . The Reports (bi) As of its filing date, each Company SEC Document complied as to form were prepared in all material respects in accordance with the applicable requirements of applicable law (including, with respect to the 1933 SEC Reports, the Securities Act of 1933, as amended (the "Securities Act"), and the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. , and the rules and regulations of the SEC thereunder applicable to such SEC Reports) and (cii) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not at the time they were filed contain any untrue statement of a material fact or omit to state any 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. (d) Each Company SEC Document that is a registration statement. In addition, as amended or supplemented, if applicable, filed pursuant to since the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary last quarterly report of the Company is subject to on Form 10-QSB filed with the periodic reporting requirements of SEC, there have been no material events that require disclosure under the 1934 Exchange Act.

SEC Filings. (a) The Company has made available filed all reports, schedules, forms, statements and other documents required to Parent be filed by it under the Exchange Act for the three (i) 3)-year period preceding the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, date hereof (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of such shorter period as the Company held since December 31, 1999 and (ivwas required by Law to file such material) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to in this Section 4.07(a), collectively, herein as the "Company “SEC Documents"Filings”). (b) As At the time of its filing datethereof, each Company or to the extent corrected by a subsequent filing, the SEC Document Filings complied as to form in all material respects with the all applicable requirements of the 1933 Exchange Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 0000-0000-0000\10 statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each registration statement and any amendment thereto filed by the Company during the three (3) year period preceding the date hereof pursuant to the Securities Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did 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 not misleading; and each prospectus filed during the three (3) year period preceding the date hereof pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Parent has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements timely filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since December 31July 29, 1999 under the 1933 Act and 1934 Act (the documents Documents referred to in this Section 4.07(a5.06(a), collectively, the "Company Parent SEC Documents"). Parent has made available to Company true and complete copies of the Parent SEC Documents. (b) As of its filing datedate or, if amended or superseded by a filing prior to the date hereof, on the date of such filing, each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabiscoas included within the Parent SEC Documents, Inc.the Parent Subsidiaries are not required to file any forms, no Subsidiary of reports or other documents with the Company is subject to the periodic reporting requirements of the 1934 ActSEC.

SEC Filings. (a) The Company has made available to Parent (i) At the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting bytime of filing thereof, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document Filings complied as to form in all material respects with the applicable requirements of the 1933 1934 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (db) Each registration statement and any amendment thereto filed by the Company SEC Document that is a registration statementsince January 1, as amended or supplemented, if applicable, filed 2012 pursuant to the 1933 ActAct and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did 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 not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did 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 the light of the circumstances under which they were made, not misleading. (ec) Other than NabiscoNeither the Company nor any Subsidiary is a party to, Inc.or bound by the terms of, no Subsidiary any contract, instrument or other agreement which is material to the business of the Company is subject and its Subsidiaries, taken as a whole, other than those that have been filed as exhibits to the periodic reporting requirements SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of the 1934 Act.Regulation S-K.

SEC Filings. (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31January 1, 1999 2000, January 2, 1999, and January 3, 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00April 22, 00002000 and July 15, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, of the stockholders shareholders of the Company held since December 31January 3, 1999 1998 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31January 3, 1999 1998 (the documents referred to in this Section 4.07(a4.06(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document Document, including each amendment or supplement thereto, filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company has made available to Parent (i) Since March 1, 2007, at the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting bytime of filing thereof, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document Filings complied as to form in all material respects with the applicable requirements of the 1933 1934 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company . All SEC Document that is a registration statement, as amended or supplemented, if applicable, filed comments on any filing made pursuant to the 1933 ActAct or 1934 Act have been resolved to the satisfaction of the SEC. (b) Each registration statement and any amendment thereto filed by the Company since January 1, 2006 pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did 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 not misleading. (e; and each prospectus filed pursuant to Rule 424(b) Other than Nabiscounder the 1933 Act, Inc., no Subsidiary as of its issue date and as of the Company is subject closing of any sale of securities pursuant thereto did 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 periodic reporting requirements statements made therein, in the light of the 1934 Actcircumstances under which they were made, not misleading.

SEC Filings. (a) The Company Buyer has made available filed with or furnished to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31Securities and Exchange Commission all reports, 1999 and 1998schedules, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reportsforms, statements, schedules and prospectuses, registration statements and other documents required to be filed with the SEC or furnished by Buyer since December 31September 30, 1999 2009 (the documents referred to in this Section 4.07(a), collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company “Buyer SEC Documents"”). (b) As of its filing datedate (and as of the date of any amendment), each Company Buyer SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereof, on the date of such filing), each Company Buyer SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (d) Each Company Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than NabiscoBuyer has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Buyer, Inc.including the Buyer Subsidiaries, no Subsidiary of is made known to Buyer’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company is subject to periods in which the periodic reporting requirements of reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Buyer’s principal executive officer and principal financial officer to material information required to be included in Buyer’s periodic and current reports required under the 1934 Act.

SEC Filings. (a) The Company Parent has made available to Parent received (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31January 30, 1999 and January 31, 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00July 31, 00001999 and May 1, 1999, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31January 30, 1999 1999, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31January 30, 1999 (the documents referred to in this Section 4.07(a5.07(a), collectively, the "Company SEC Documents"). (b) As of its the filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such later filing), each Company SEC Document filed pursuant to the 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. Buyer has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31"SEC"), 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document which have complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933 Act and the 1934 Act, as the case may be. Securities Exchange Act of 0000 (c) xxx "Xxxxxxxx Xxx"). As of its filing date their respective dates, all such forms, reports, statements and documents filed after December 31, 1998 (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act "Reports") did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . The consolidated financial statements of Buyer included or incorporated by reference in the Reports were prepared in accordance with GAAP applied on a consistent basis with prior periods (dexcept as otherwise stated in such financial statements or, in the case of audited statements, the related report thereon of independent certified public accountants) Each Company SEC Document that is a registration statementand present fairly the consolidated financial position and consolidated results of operations, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, cash flows and of changes in shareholders' equity of Buyer and its consolidated subsidiaries as of the date such statement dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments, none of which either singly or amendment became effectivein the aggregate are or will be material, did and except that the unaudited interim financial statements do 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary all of the Company disclosures required by GAAP. Buyer is and has been subject to the periodic reporting requirements of the 1934 ActExchange Act and has timely filed with the SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 15 or 15(d) of the Exchange Act since October 21, 1996.

SEC Filings. (a) The Company MediaOne has delivered or made available to Parent Comcast: (i) the CompanyMediaOne's annual reports report on Form 10-K for its fiscal years year ended December 31, 1999 1997 and 1998, the MediaOne 10-K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company MediaOne held since December 31, 1999 1997; and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1997 (the documents referred to in this Section 4.07(a4.7(a), collectively, the "Company MediaOne SEC Documents"). (b) As of its filing date, each Company MediaOne SEC Document complied (or, in the case of the MediaOne 10-K, will comply) as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (oror in the case of the MediaOne 10-K, if amended or superceded by a filing prior to as of the date hereof, on the date of such filing), each Company MediaOne SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company MediaOne SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Elf has made available to Parent (i) the CompanyElf's annual reports on Form 10-K for its fiscal years ended December 31January 1, 1999 2000 and 1998January 2, 1999, (ii) its quarterly report reports on Form 10-10- Q for its fiscal quarter quarters ended Xxxxx 00April 22, 00002000 and July 15, 2000, (xxxiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Elf held since December 31February 3, 1999 1998 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31February 3, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, the "Company Elf SEC Documents"). (b) As of its filing date, each Company Elf SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Elf SEC Document Document, including each amendment or supplement thereto, filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company Elf SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company BancGroup has made available heretofore delivered to Parent Acquired ----------- Corporation copies of BancGroup's: (i) the Company's annual reports Annual Report on Form 10-K for its the fiscal years year ended December 31, 1999 and 1998, 2003; (ii) its quarterly report 2003 Annual Report to Shareholders; (iii) Quarterly Reports on Form 10-Q for its fiscal quarter the quarters ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December March 31, 1999 2004, June 30, 2004 and September 30, 2004 and (iv) any reports on Form 8-K, filed by BancGroup with the SEC since September 30, 2004. Since December 31, 2002, BancGroup has timely filed all of its other reports, statements, schedules reports and registration statements and the documents required to be filed with the SEC since December 31, 1999 (under the rules and regulations of the SEC and all such reports and registration statements or other documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document have complied as to form in all material respects respects, as of their respective filing dates and effective dates, as the case may be, with all the applicable requirements of the 1933 Act, the 1934 Act and the 1934 Act, as the case may be. (c) Sxxxxxxx-Xxxxx Act of 2002. As of its the respective filing date (orand effective dates, if amended or superceded by a filing prior to the date hereof, on the date none of such filing), each Company SEC Document filed pursuant to the 1934 Act did not contain reports or registration statements or other documents contained any untrue statement of a material fact or omit omitted to state any 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. (db) Each Company SEC Document that is a registration statementThe documents to be incorporated by reference into the Registration Statement, as amended or supplementedat the time they were filed with the SEC, if applicable, filed pursuant to complied in all material respects with the 1933 Act, as requirements of the date such statement or amendment became effective, did 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary misleading at the time the Registration Statement becomes effective or at the time of the Company is subject to the periodic reporting requirements of the 1934 ActShareholders' Meeting.

SEC Filings. (a) The Prior to the execution of this Agreement, the Company has timely filed and has delivered or made available to Parent Acquiror complete and accurate copies of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (together with all subsequent forms, reports, schedules, statements and other documents filed by the Company with the United States Securities and Exchange Commission (the "SEC") prior to the Effective Date, collectively, the "Company Public Reports"), including without limitation (i) the Company's annual reports Annual Reports on Form 10-K for its fiscal the years ended December 31, 1999 1996, 1995 and 19981994, as amended, as filed under the Exchange Act with the SEC, (ii) its quarterly report all Company proxy statements and annual reports to shareholders used in connection with meetings of Company shareholders held since January 1, 1995, (iii) the Company's Quarterly Reports on Form 10-Q for its fiscal quarter the quarters ended Xxxxx 00March 31, 00001997, (xxx) its proxy or information statements relating to meetings ofJune 30, or actions taken without a meeting by1997 and September 30, 1997, as filed under the Exchange Act with the SEC. As of their respective dates, the stockholders of the Company held since December 31, 1999 and Public Reports (ivx) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such 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 therein, in light of the circumstances under which they were made, not misleadingmisleading and (y) complied in all material respects with the applicable laws and rules and regulations of the SEC. Since January 1, 1995, no subsidiary of the Company has been required to file any forms, reports, or other documents with the SEC. (eb) Other than Nabisco, Inc., no Subsidiary The financial statements of the Company is (including any footnotes thereto) contained in the Company Public Reports have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated therein) and fairly presented the consolidated financial position of the Company and its subsidiaries (if any) as of the dates thereof and the consolidated results of operations, changes in shareholders' equity and cash flows of the Company and its subsidiaries (if any) for the periods then ended, except that any unaudited financial statements contained therein are subject to the periodic reporting requirements of the 1934 Actnormal and recurring year-end adjustments.

SEC Filings. (a) The Company has made available to the Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31March 2, 1999 2002 and 1998March 1, 2003, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings ofmexxxxxx xx, or actions xx xxxxxns taken without a meeting by, the stockholders of the Company held since December 31or scheduled to be held from March 1, 1999 2003 to the date of this Agreement, and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31March 1, 1999 2003 (the documents referred to in this Section 4.07(a), collectively, the "Company SEC DocumentsDOCUMENTS"). (b) As of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Parent has delivered or made available to Parent the Company (i) the Company's its annual reports report on Form 10-K for its fiscal years year ended December 31September 30, 1999 and 19981996 (the "PARENT 10-K"), (ii) its quarterly report reports on Form 10-Q for its fiscal quarter quarters ended Xxxxx 00after September 30, 00001996, (xxxiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by, the by Parent's stockholders of the Company held since December 31September 30, 1999 1996, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31September 30, 1999 1996 (the documents referred to in this Section 4.07(a), collectively, being referred to 20 26 collectively as the "Company PARENT SEC DocumentsFILINGS"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended June 30, 1997 is referred to herein as the "PARENT 10-Q". (b) As of its filing date, each Company Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Parent SEC Document Filing filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The EVSI and each of EVSI's Subsidiaries have filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Securities and Exchange Commission ("SEC"). (b) EVSI has delivered to the Company has made available to Parent (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31September 30, 1999 1998 and 19981999, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders shareholders of the Company held since December 31September 30, 1999 1998, and (iviii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31September 30, 1999 1998 (as such documents have been amended or supplemented since the documents referred to time of their filing and, in this Section 4.07(a)the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively (collectively, the "Company EVSI SEC Documents"). (bc) As of its filing date, each Company EVSI SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 Securities Act, as the case may be. (cd) As of its filing date (or, if amended Except as disclosed in Schedule 5.9 or superceded by a filing prior to the date hereof, on the date of such filing)as set forth in subsequently filed EVSI SEC Documents, each Company EVSI SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company QLTS has filed with the Securities and Exchange Commission ("SEC"), and has heretofore made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31public and PSEI true and complete copies of, 1999 and 1998each form, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00registration statement, 0000report, (xxx) its schedule, proxy or information statements relating statement and other document (including, without limitation, exhibits and amendments thereto), including, without limitation, its Annual Reports to meetings of, or actions taken without a meeting by, the stockholders incorporated by reference in certain of the Company held since December 31, 1999 and (iv) all of its other such reports, statements, schedules and registration statements required to be filed with under the SEC since December 31, 1999 Securities Exchange Act of 1934 (the documents referred to in this Section 4.07(a), "Exchange Act") or the Securities Act (collectively, the "Company SEC Documents"Filings''). (b) As of its respective filing datedate (or, if any SEC Filing was amended, as of the date such amendment was filed), each Company SEC Document Filing, including, without limitation, any financial statements or schedules included therein, complied as to form in all material respects with the applicable requirements of the 1933 Securities Act and the 1934 Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to any SEC Filing was amended, as of the date hereof, on the date of such filingamendment was filed), each Company SEC Document Filing filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed tiled by QLTS pursuant to the 1933 ActSecurities Act and constituting an SEC Filing did not, as of the date such 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company Acquired Corporation has made available heretofore delivered to Parent BancGroup copies of Acquired Corporation's: (i) the Company's annual reports Annual Report on Form 10-K for its the fiscal years year ended December 31, 1999 and 1998, 2005; (ii) its quarterly report 2005 Annual Report to Shareholders; (iii) Quarterly Reports on Form 10-Q for its fiscal quarter the quarters ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December March 31, 1999 2006, June 30, 2006, and September 30, 2006; and (iv) all of its other reportsany reports on Form 8-K, statements, schedules and registration statements filed by Acquired Corporation with the SEC since December 31, 1999 (2005. Since December 31, 2003, Acquired Corporation has timely filed all reports and registration statements and the documents referred required to in this Section 4.07(a), collectively, be filed with the "Company SEC Documents"). (b) As under the rules and regulations of its filing date, each Company the SEC Document and all such reports and registration statements or other documents have complied as to form in all material respects respects, as of their respective filing dates and effective dates, as the case may be, with all the applicable requirements of the 1933 Act, the 1934 Act and the 1934 Act, as the case may be. (c) Xxxxxxxx-Xxxxx Act of 2002. As of its the respective filing date (orand effective dates, if amended or superceded by a filing prior to the date hereof, on the date none of such filing), each Company SEC Document filed pursuant to the 1934 Act did not contain reports or registration statements or other documents contained any untrue statement of a material fact or omit omitted to state any 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. (db) Each Company SEC Document that is a registration statementThe documents to be incorporated by reference into the Registration Statement, as amended or supplementedat the time they were filed with the SEC, if applicable, filed pursuant to complied in all material respects with the 1933 Act, as requirements of the date such statement or amendment became effective, did 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary misleading at the time the Registration Statement becomes effective or at the time of the Company is subject to the periodic reporting requirements of the 1934 ActShareholders’ Meeting.

SEC Filings. (a) The Company Borrower has made available to Parent the Lender (i) the Company's its annual reports on Form 10-K for its fiscal years ended December 31, 1999 1996, 1997 and 1998, (ii) its quarterly report reports on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company Borrower held since December 31, 1999 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 1999 1998 (the documents referred to in this Section 4.07(a), collectively, 4.15(a) being referred to collectively as the "Company Borrower SEC Documents").. The Borrower's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "Borrower 10-Q." (b) As of its filing date, each Company Borrower SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Exchange Act and the 1934 1933 Act, as the case may be. (c) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company Borrower SEC Document filed pursuant to the 1934 Exchange Act did 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 the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such statement or amendment became effective, 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) The Company IDC has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since 1991. (b) IDC has delivered or made available to Parent DWS: (i1) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, IDC 10 K; (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx2) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company IDC held since December 31June 30, 1999 2001; and (iv3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31June 30, 1999 2001 (the documents referred to in this Section 4.07(aSections 5.5(a) and (b), collectively, the "Company IDC SEC Documents"). (bc) As of its filing date, each Company IDC SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (cd) As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing)date, each Company IDC SEC Document filed pursuant to the 1934 Act did 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 the light of the circumstances under which they were made, not misleading. (de) Each Company IDC SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of 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 not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.