Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since April 11, 1996 under the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of The Company SEC Documents include all the Subsidiaries is documents that the Company was required to file any forms, reports or other documents with the SECSEC since April 11, 1996. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates and thereof or for the periods covered thereby presented therein. The Company has not received notice (subject, in the case of the financial statements in the September 1996 10-Qwritten or oral) from and, to normal yearits knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-end audit adjustments which would not be material in amount or effect2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company ------------------------------------- and each of its subsidiaries has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since March 1, 1994, under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the Subsidiaries is required to file any formsdate hereof), reports or other documents with the SEC. The financial statements none of the Company (SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the "1995 Financial Statements") included statements therein, in light of the Company's Annual Report on Form 10K for the fiscal year ended December 31circumstances under which they were made, 1995 (the "1995 10-K") and the not misleading. The financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent there are posted on the SEC’s XXXXX website, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it the Company since January 1, 2004 under the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities “Exchange Act") ”). (Such documents, as such documents have been amended since the time of their filing, collectively, are collectively referred to in this Agreement as the "“Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the .”) The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information, including but not limited to any financial information, in any Company SEC Document provided by, or at the Securities Actdirection of, as the case may be, and the applicable rules and regulations Buyer or any of the SEC thereunder. None Buyer’s affiliates or their officers or employees; provided further, however, that for purposes of the Subsidiaries foregoing proviso, the Company is required to file any forms, reports or other documents with not deemed an affiliate of the SECBuyer. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 Company SEC Documents (the "September 1996 10-Q"a) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles ("GAAP"“US Accounting Principles”) applied on a consistent basis during the periods period involved (except as may be is indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods covered thereby (subject, then ended. Except as set forth in the case of the financial statements included (or incorporated by reference) in the September 1996 10-QCompany SEC Documents (including the notes thereto), and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to normal year-end audit adjustments which be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto. Except as disclosed in Schedule 3(d) or in notes to the financial statements included (or incorporated by reference) in the Company SEC Documents, neither the Company nor any of its affiliates is subject to any material contingent liability that would not be material so required to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in amount or effect)the notes thereto.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since February 1, 1994, under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the Subsidiaries is required to file any formsdate hereof), reports or other documents with the SEC. The financial statements none of the Company (SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the "1995 Financial Statements") included statements therein, in light of the Company's Annual Report on Form 10K for the fiscal year ended December 31circumstances under which they were made, 1995 (the "1995 10-K") and the not misleading. The financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of The Company SEC Documents include all the Subsidiaries is documents that the Company was required to file any forms, reports or other documents with the SECSEC since June 1, 1995. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates and thereof or for the periods covered thereby presented therein. The Company has not received notice (subject, in the case of the financial statements in the September 1996 10-Qwritten or oral) from and, to normal yearits knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-end audit adjustments which would not be material in amount or effect2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Since January 1, 1994 up to and including the date hereof, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, proxy statements and other documents (collectively, "Company SEC Reports") required to be filed by it under the Exchange Act or Company with the Securities Act of 1933, as amended and Exchange Commission (the "SEC") under the Securities Act") (as such documents have been amended since , Exchange Act, and the time of their filing, collectively, the "Company SEC Documents")rules and regulations thereunder. As of their respective dates ordates, if amendedor in the case of registration statements, as of the date their respective effective dates, all of the last such amendment, the Company SEC DocumentsReports, includingincluding all exhibits and schedules thereto and all documents incorporated by reference therein, without limitation(i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable thereto, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECdate hereof. The consolidated financial statements of the Company (the "1995 Financial Statements") and its Subsidiaries included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements such reports complied as of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply respective dates thereof as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") as in effect on their respective dates applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby presented (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, year-end audit adjustments adjustments) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1996, and up to and including the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, which would be required by GAAP, as of the date hereof, to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto except liabilities, obligations or contingencies (a) which are disclosed, reflected or reserved for on the unaudited balance sheets of the Company and its Subsidiaries as of March 31, 1997 (including the notes thereto) or in this Agreement or the Company Disclosure Letter or (b) which (i) were incurred in the ordinary course of business after December 31, 1996, and consistent with past practices, or (ii) are disclosed or reflected or reserved for in the Company SEC Reports filed after December 31, 1996, or (iii) would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, or (c) which were incurred as a result of actions taken or refrained from being taken (i) in amount furtherance of the transactions contemplated by this Agreement, or effect)(ii) at the request of FKWW and FKW Sub. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its Subsidiaries except as required by GAAP or applicable law.

SEC Reports and Financial Statements. The Company has filed with delivered to the SECPurchaser, and has heretofore made available prior to Parent the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act or of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1998 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (, except as may be indicated therein or in the notes thereto) thereto and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) except with respect to unaudited statements as permitted by Form 10-Q of the Company and its consolidated subsidiaries at SEC, and, as of the respective dates and for the periods covered thereby thereof, fairly presented (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-end audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except for the filing of a report on Form 8-K with respect to the Company's December 29, 2000 acquisition of Applied Tactical Systems, Inc., the Company has timely filed all required reports under the Exchange Act during the past 12 months.

SEC Reports and Financial Statements. The Company has To such Seller's knowledge, each form, report, schedule, registration statement and definitive proxy statement filed by NHP with the SECSEC since August 14, 1995 and has heretofore made available prior to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") date hereof (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company NHP SEC DocumentsREPORTS"). As , as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. To such Seller's knowledge, none of the NHP SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements contained or schedules included therein (a) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. To such Seller's knowledge, the Sellers have made available to AIMCO true, accurate and (b) complied in complete copies of all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the NHP SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECReports. The consolidated financial statements of the Company (the "1995 Financial Statements") NHP and its subsidiaries included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, year-end audit adjustments adjustments) the consolidated financial position of NHP and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. To such Seller's knowledge, since December 31, 1996, neither NHP nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the consolidated balance sheet of NHP and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the NHP SEC Reports filed after December 31, 1996, or (iii) would not not, individually or in the aggregate, have a Material Adverse Effect on NHP. To such Seller's knowledge, since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be material filed prior to the date hereof, and no subsidiary of NHP has filed, or been required to file, any form, report or other document with the SEC, in amount each case, pursuant to the Securities Act, the Exchange Act or effect)the rules and regulations thereunder. To such Seller's knowledge, since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of NHP or any subsidiary of NHP.

SEC Reports and Financial Statements. The (a) Since August 1, 1996, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements (the "Company SEC Reports") required to be filed by it under the Exchange Act or Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports complied in all material respects with the requirements of the `33 Act, includingthe `34 Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements SEC pursuant to Section 12 or 15 of the Company `00 Xxx. (b) The Consolidated Balance Sheets and the related Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flow (including, in each case, any related notes and schedules thereto) (collectively, the "1995 Company Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Company SEC Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiaries, comply and the Company Financial Statements present fairly in all material respects with applicable accounting requirements the consolidated financial position and with the published rules consolidated results of operations and regulations cash flows of the SEC with respect thereto, have been prepared Company and its consolidated subsidiaries as of the dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein, including the notes thereto) related notes, and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the quarterly financial statements in the September 1996 10-Qstatements, to normal year-end audit adjustments which would not be material undertaken in amount or effectthe ordinary course of business).

SEC Reports and Financial Statements. The Company Barefoot has filed with the SEC, SEC and has heretofore made available to Parent ServiceMaster true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since January 1, 1994 under the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Barefoot SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Barefoot SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Barefoot SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and Barefoot and/or its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Barefoot and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby presented therein (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-year end audit adjustments which would not be material in amount or effectand lack of footnote disclosures).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Mergerco true and complete 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 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 1998 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31February 1, 1995 1998 (the "1995 1998 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries at the dates and for the periods covered thereby (subject, thereby. The historical financial information contained in the case financial information attached as Section 3.5 of the financial statements in the September 1996 10-QDisclosure Schedule is, to normal year-end audit adjustments which would not be the best of the knowledge of the Company, true and correct in all material in amount or effect)respects.

SEC Reports and Financial Statements. (a) The Company has and its Subsidiaries have filed with the Securities and Exchange Commission ("SEC, and has heretofore made available to Parent true and complete copies of, ") all forms, reports, schedules, statements statements, and other documents required to be filed by it under them with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"), and have filed all exhibits required to be filed with the SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (a) the "Exchange Act"), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 1996 (including the "1995 10-K"related notes thereto) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter six months ended September 29June 30, 1996 1997, copies of which have been furnished to the Purchasers (together, the "September 1996 10-QFinancial Statements") ), have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments), and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates and thereof or for the periods covered thereby (subject, presented therein. The Company and its Subsidiaries have maintained a system of accounting established in the case accordance with sound business practices to permit preparation of the financial statements in conformity with GAAP. (b) No representation or warranty of the September 1996 10-QCompany contained in any Basic Document or Warrant or in any other document, certificate or written statement furnished to normal year-end audit adjustments the Purchasers by or on behalf of the Company or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein when made not misleading in light of the circumstances in which would not be material in amount or effect)the same were made.

SEC Reports and Financial Statements. The (a) Since January 4, 2010, the Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed by it under the Exchange Act or Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates orfiling dates, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, the Company SEC DocumentsReports complied in all material respects as to form with the requirements of the Securities Act, includingthe Exchange Act, without limitationand the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, any financial statements or schedules included therein (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company (the "1995 Financial Statements") included contained in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein or to the notes theretoextent required by GAAP) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the Company Subsidiaries as of the dates and or for the periods covered thereby presented therein (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end audit adjustments which adjustments). Except as reflected in the Company Financial Statements or for liabilities incurred since January 2, 2012 in the ordinary course of business, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, which, individually or in the aggregate, has had a Company Material Adverse Effect. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 4, 2010, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the Xxxxxxxx-Xxxxx Act. (d) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would not be materially affect the Company’s financial statements, and (iv) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No significant deficiency or material weakness was identified in amount management’s assessment of internal controls as of January 2, 2012 (nor has any such deficiency or effectweakness been identified between that date and the date of this Agreement). (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act.

SEC Reports and Financial Statements. The Each of the Company and its Subsidiaries has filed with the SEC, SEC and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since July 1, 1999, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein therein, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The HUWX delivered to Company has filed with prior to the execution of this Agreement by direction to the SEC, and has heretofore made available to Parent ’s XXXXX website a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required document (together with all amendments thereof and supplements thereto) filed or to be filed by it under HUWX or any of its Subsidiaries with the Exchange Act or SEC for the Securities Act of 1933two fiscal years ended December 31, as amended (2015 and December 31, 2016 and shall have delivered to the "Securities Act") Company prior to the Effective Time the quarterly reports due for the six months ended June 30,2017 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company “HUWX SEC Documents"Reports”), which are all the documents (other than preliminary material) that HUWX and its Subsidiaries were required to file with the SEC since the dates hereinabove set forth. As of their respective dates ordates, if amendedthe HUWX SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the HUWX SEC Reports (the “HUWX Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments which would are not be material expected to be, individually or in amount or effect)the aggregate, materially adverse to HUWX and its Subsidiaries taken as a whole) the consolidated financial position of HUWX and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each Subsidiary of HUWX is treated as a consolidated Subsidiary of HUWX in the HUWX Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has Each form, report, ------------------------------------ schedule, registration statement and definitive proxy statement filed by ART with the SECSEC since January 1, and has heretofore made available to Parent true and complete copies of1993, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Company ART SEC DocumentsReports"). As , which include all the documents (other than preliminary material) that ART was required to file with the SEC since such date, as of their respective dates ordates, if amendedcomplied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such ART SEC Reports. None of the date of the last such amendment, the Company ART SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECdate hereof. The financial statements of the Company (the "1995 Financial Statements") ART included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectthereto or, in the case of the financial statements unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the September 1996 10-Qcase of the unaudited statements, to normal year-end normal, recurring audit adjustments which adjustments) the consolidated financial position of ART and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended. Except as set forth in Section 5.5 of the ART Disclosure Letter, since December 31, 1998, neither ART nor any of its Subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (a) as and to the extent set forth on the audited balance sheet of ART and its Subsidiaries as at December 31, 1998 (including the notes thereto) (the "ART Balance Sheet"), (b) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (c) as incurred after December 31, 1998 in the ordinary course of business and consistent with past practices, (d) as described in the ART SEC Reports or (e) as would not be material not, individually or in amount or effect)the aggregate, have a Material Adverse Effect on ART.

SEC Reports and Financial Statements. The Company Seller has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Purchaser (directly or indirectly) true and complete copies of, all forms, reports, schedules, statements forms and other documents required to be filed by it Seller since January 1, 1994, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (or, if amended, as of the date of the last such amendment), the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Documents (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"i) have been prepared from, and are in accordance with, the books and records of the Company Seller and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein and except that the quarterly financial statements are subject to year end adjustments and do not contain all footnote disclosures required by GAAP), (iii) comply in all material respects with applicable accounting requirements and with the notes published rules and regulations of the SEC with respect thereto, and (iv) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Seller and its consolidated subsidiaries Subsidiaries as at the dates and thereof or for the periods covered thereby (subjectpresented therein. No Subsidiary of Seller is required to file any reports, in forms, or other documents with the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)SEC.

SEC Reports and Financial Statements. The Company (a) From December 31, 2013, Parent has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all material forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it under them with the Exchange Act or SEC (such forms, documents and reports the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents"”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Parent SEC Documents contained (aor, with respect to Parent SEC Documents filed after the date hereof, will not contain) did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, for normal year-end adjustments and for the absence of notes) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Parent or any Parent Subsidiary, on the one hand, and fairly present any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if anyItem 303(a) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)any Parent SEC Documents.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since July 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents -------------- have been amended since the time of their filing, collectively, the "Company SEC ----------- Documents"). As of their respective dates ordates, or if amended, as of the date of the --------- last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of included in the Company SEC Documents (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"i) have been prepared from, and are -------------------- in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at Subsidiaries as of the dates times and for the periods covered thereby (subjectreferred to therein, in the case of the except that any such Financial Statements that are unaudited, interim financial statements in the September 1996 10-Q, were or are subject to normal year-and recurring year end audit adjustments which would not be material in amount or effect)adjustments.

SEC Reports and Financial Statements. The Each of the Company and its Subsidiaries has filed with the Securities and Exchange Commission (the "SEC, ") and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1994, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein therein, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent (a) A true and complete copies ofcopy of each annual, all forms, reports, schedules, statements quarterly and other documents required to be report, registration statement, and definitive proxy statement filed by it under Buyer with the Exchange Act or SEC since January 1, 2016 and prior to the Securities Act date of 1933, as amended this Agreement hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Buyer SEC Documents")”) is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates orfiling dates, if amendedthe Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Buyer SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Buyer SEC Documents contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Buyer SEC Document. (b) The financial statements of Buyer included in the Buyer SEC Documents (the “Buyer Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretofor any preparation of non-GAAP measures) and fairly present in all material respects presented the consolidated financial position of Buyer and its consolidated subsidiaries as of the respective dates thereof (or, if amended, complied as of the date reflected in such amendment) and the consolidated results of Buyer’s operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby indicated (subjectsubject to, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal and recurring year-end audit adjustments which would not adjustments). The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be material in amount or effect)stated therein.

SEC Reports and Financial Statements. (a) The Company has filed filed, or furnished, as applicable, with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933since January 1, as amended 2003 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As The Company SEC Documents, as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, Securities Act and the Securities Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act, as the case may be”), and the applicable rules and regulations of the SEC thereunder. None No Subsidiary of the Subsidiaries Company is required to file make any forms, reports or other documents filings with the SEC. . (b) The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the consolidated financial statements of the Company included or incorporated by reference in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and fairly present in all material respects presented the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subjectthen ended, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. Since January 1, 2003, there has been no material change in the case of Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the September 1996 10notes to such Company financial statements. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-QXxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (d) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) access to assets is permitted only in accordance with management’s general or specific authorization; and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) There are no amendments or modifications, which are or will be required to be filed with the SEC, but have not yet been filed with the SEC, to normal year(i) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and (ii) the Company SEC Documents themselves. The Company has timely responded to all comment letters of the Staff of the SEC relating to the Company SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-end audit adjustments which would not be material in amount or effect)responsive. The Company has heretofore made available to Parent true, correct and complete copies of all correspondence with the SEC occurring since January 1, 2003. None of the Company SEC Documents is to the Company’s Knowledge the subject of ongoing SEC review.

SEC Reports and Financial Statements. The Company (a) From January 1, 2013 through the date of this Agreement, Parent has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all material forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it under them with the Exchange Act or SEC (such forms, documents and reports the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company Parent SEC DocumentsDocuments complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein (a) did not contain and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, to the extent permitted by the SEC and as may be reflected therein or in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it under with the Exchange SEC since March 2, 2005 (collectively, the “SEC Reports”). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Act of 1933Exchange Act, as amended the case may be; and (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (aii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company’s Subsidiaries is required to file any formsform, reports report or other documents document with the SEC. The financial statements . (b) Each of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included (including, in each case, any notes thereto) contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 SEC Reports (the "September 1996 10-Q"“Financial Statements”) have been (i) was prepared from, and are in accordance with, from the books of account and other financial records of the Company and its consolidated subsidiariesCompany, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and (iii) presented fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company as at the respective dates thereof and the results of its operations and its consolidated subsidiaries at the dates and cash flows for the respective periods covered thereby indicated therein except as otherwise noted therein (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to the omission of footnotes and normal and recurring year-end audit adjustments which would were not be material and are not expected, individually or in amount or effectthe aggregate, to have a Company Material Adverse Effect). (c) Except for liabilities and obligations reflected on the June 30, 2007 balance sheet of the Company included in the SEC Reports (including the notes thereto), liabilities and obligations disclosed in the SEC Reports (including exhibits thereto) filed prior to the date of this Agreement and other liabilities and obligations incurred in the ordinary course of business since June 30, 2007, neither the Company nor any of the Company’s Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP which, individually or in the aggregate, would cause a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Company (a) Parent has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under since January 1, 2004 (together with all information incorporated herein by reference together with all information incorporated herein by reference, the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since “Parent SEC Documents”). At the time of their filing, collectivelyrespective filing dates, the "Company Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None No Subsidiary of the Subsidiaries Parent is required to file make any forms, reports or other documents filings with the SEC. The . (b) Except to the extent expressly stated therein, each of the consolidated financial statements of the Company (the "1995 Financial Statements") Parent included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1, 2004, there has been no change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP, except as described in the September 1996 10-Q, notes to normal year-end audit adjustments which would not be material in amount or effect)such Company financial statements.

SEC Reports and Financial Statements. (a) The Company has filed with the SECSEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC since January 1, 1994 (as they have been amended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC Reports") and has heretofore made available to Parent true complete and complete correct copies of, of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including but not limited to any financial statements and other documents required to be filed or schedules included or incorporated by it under reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since ), and the time rules and regulations of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedpromulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and or (b) complied in all material respects with The consolidated balance sheets as of December 31, 1996 and 1995 and the applicable requirements consolidated statements of income, common stockholders' equity and cash flows for each of the Exchange Act three years in the period ended December 31, 1996 (including the related notes and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements schedules thereto) of the Company (the "1995 Financial Statements") included contained in the Company's Annual Report on Form 10K -K, as amended prior to the date hereof, for the fiscal year ended December 31, 1995 (1996 present fairly the "1995 10-K") consolidated financial position and the financial statements consolidated results of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, operations and are in accordance with, the books and records cash flows of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC with respect thereto, have been dates or for the periods presented therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein, including the related notes. (c) Except as reflected, reserved against or otherwise disclosed in the notes thereto) and fairly present financial statements of the Company included in all material respects the consolidated financial position and SEC Reports filed prior to the consolidated results date of operations and cash flows (and changes this Agreement or as set forth in financial position, if anySection 4.05(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996 which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) The Company has heretofore furnished to Parent a complete and its consolidated subsidiaries correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder. (e) As of May 23, 1997, the Company had on hand cash and cash equivalents (collectively, "Cash") of at least $110,440,000 and Net Working Capital of at least $129,901,000. For purposes of this Agreement, "Net Working Capital" shall mean, as of any date of determination, the dates and for the periods covered thereby remainder of (subject1) Total Current Assets less (2) Total Current Liabilities, in the each case as of the financial statements such date, calculated in the September 1996 10-Qsame manner, to normal year-end audit adjustments which would not be material in amount or effect).using the same methods, as the line items on the

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to Parent Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2021, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (as such documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their its respective dates or, date (and if amended, as of the date of the last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, includingand, without limitationlimitation of the foregoing, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActXxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is is, or at any time since January 1, 2021, has been, required to file file, or has voluntarily filed, any forms, reports or other documents with the SEC. The Each of the consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Documents (the "1995 10-K"“Financial Statements”) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"w) have has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) and fairly present presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at Subsidiaries as of the dates date and for the periods covered thereby (subjectreferred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the case light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. (b) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (d) No material weaknesses exist with respect to the internal control over financial reporting of the Company that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the September 1996 10-QCompany SEC Documents. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, as appropriate, to normal year-end audit adjustments which would not be material in amount or effect)allow timely decisions regarding required disclosure.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to Parent Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2010, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (as such documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their its respective dates or, date (and if amended, as of the date of the last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the Company requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, includingand, without limitationlimitation of the foregoing, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActXxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is is, or at any time since January 1, 2010, has been, required to file file, or has voluntarily filed, any forms, reports or other documents with the SEC. The Each of the consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Documents (the "1995 10-K"“Financial Statements”) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"w) have has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with the United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) and fairly present presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at Subsidiaries as of the dates date and for the periods covered thereby (subjectreferred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the case light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. (b) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S K of the SEC)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents. (c) To the Knowledge of the Company, as of the date hereof, (i) the earnings guidance included in the September 1996 10-QCompany’s February 2, 2011 press release (the “Company Earnings Guidance”) continues to normal year-end audit adjustments be reasonable, based on and subject to the assumptions stated in such release, and (ii) no event, circumstance, change, occurrence, state of facts or effect has occurred which would not be cause the Company to change such earnings guidance. (d) Each of the principal executive officers of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a 14 or 15d 14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in amount or effect)SOX.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parent the Company, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1996, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Parent SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of included in the Company Parent SEC Documents (the "1995 Parent Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 ) (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"i) have been prepared from, and are in accordance with, the books and records of the Company Parent and its consolidated subsidiariesSubsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries at Subsidiaries as of the dates times and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, referred to normal year-end audit adjustments which would not be material in amount or effect)therein.

SEC Reports and Financial Statements. The Company (a) OCA has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, forms, registration statements, proxy statements, information statements and other documents (including all exhibits, post-effective amendments and supplements) required to be filed by it under OCA with the Exchange Act or the Securities Act of 1933SEC since January 1, as amended 1998 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company OCA SEC DocumentsReports"), all of which OCA SEC Reports, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. OCA has previously delivered or made available to OrthAlliance copies (including all exhibits, post-effective amendments and supplements) of the OCA SEC Reports. None of OCA's Subsidiaries is or has been required to file any reports, schedules, forms, registration statements, proxy statements, information statements or other documents with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company OCA SEC Documents, including, without limitation, any financial statements or schedules included therein (a) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied Except as disclosed in all material respects with the applicable requirements of OCA SEC Reports, the Exchange Act audited consolidated financial statements and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The unaudited interim consolidated financial statements of OCA included in the Company OCA SEC Reports (collectively, the "1995 OCA Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of OCA and its Subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (then ended, subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-end and audit adjustments which would not be material in amount or effect)and any other adjustments described therein.

SEC Reports and Financial Statements. The Company (a) Since June 25, 2021, Parent has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished (as applicable) all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it under with the Exchange Act or the Securities Act of 1933SEC (such forms, as amended (the "Securities Act") (as such statements, documents have been amended since the time of their filing, collectivelyand reports, the "Company “Parent SEC Documents"”). As of their respective filing dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bincluding amendments) complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of NASDAQ, and none of the Parent SEC thereunder. None Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the Subsidiaries circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is required made as to file the accuracy of any formsfinancial projection or forward looking statement or the completeness of any information filed or furnished by Parent with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since June 25, reports 2021, Parent has not received from the SEC or any other documents Governmental Entity any written comments or questions with the SEC. The financial statements respect to any of the Company Parent SEC Documents (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and including the financial statements included therein) that are not resolved, or as of the Company date hereof has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). (b) The consolidated financial statements (including all related notes and schedules) of Parent included, or incorporated by reference, in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply Parent SEC Documents when filed complied in all material respects with the applicable accounting requirements and complied as to form with the other applicable published rules and regulations of the SEC with respect thereto, have been prepared in accordance each case in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material) in conformity with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectthereto or, in the case of the unaudited financial statements in the September 1996 10-Qstatements, subject to normal and recurring year-end audit adjustments which and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be material be, individually or in amount or effectthe aggregate, material). (c) Parent is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Each Parent SEC Document containing financial statements that has been filed with the SEC was accompanied by any certifications required to be filed or furnished by Xxxxxx’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or furnishing of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither Parent nor any of its executive officers has received since June 25, 2021 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933Company since April 29, as amended 2017 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, including, without limitation, any financial statements or schedules included therein the Exchange Act and the Xxxxxxxx-Xxxxx Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied misleading. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company is in compliance in all material respects with the applicable requirements provisions of the Exchange Act and Xxxxxxxx-Xxxxx Act. (b) Each of the Securities Actconsolidated financial statements (including, in each case, any related notes thereto) of the Company contained in the Company SEC Documents (i) complied, as the case may be, and the applicable rules and regulations of the SEC thereunder. None their respective dates of the Subsidiaries is required to file any forms, reports or other documents filing with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes recurring year-end and quarter-end adjustments described therein). None of the Company or its Subsidiaries is a party to, or has any obligation or other commitment to become a party to, any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (c) The Company has established and maintains “disclosure controls and procedures” and a system of “internal control over financial positionreporting” (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rule 13a-15 and Rule 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, if anyprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since April 29, 2017, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and audit committee, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) The Company is in compliance in all respects with the applicable listing and corporate governance rules and regulations of NYSE except for such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. (e) The information set forth in Section 3.6(e) of the Company Disclosure Letter is true and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, correct in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be all material in amount or effect)respects.

SEC Reports and Financial Statements. The Company (a) OrthAlliance has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, forms, registration statements, proxy statements, information statements and other documents (including all exhibits, post-effective amendments and supplements) required to be filed by it under OrthAlliance with the Exchange Act or the Securities Act of 1933SEC since January 1, as amended 1998 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company OrthAlliance SEC DocumentsReports"), all of which OrthAlliance SEC Reports, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. OrthAlliance has previously delivered or made available to OCA copies (including all exhibits, post-effective amendments and supplements) of the OrthAlliance SEC Reports. None of OrthAlliance's Subsidiaries is or has been required to file any reports, schedules, forms, registration statements, proxy statements, information statements or other documents with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company OrthAlliance SEC Documents, including, without limitation, any financial statements or schedules included therein (a) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act The audited consolidated financial statements and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The unaudited interim consolidated financial statements of OrthAlliance included in the Company OrthAlliance SEC Reports (collectively, the "1995 OrthAlliance Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of OrthAlliance and its Subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (then ended, subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-end and audit adjustments which would not be material in amount or effect)and any other adjustments described therein.

SEC Reports and Financial Statements. The Since January 1, 2009, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements and other documents reports required to be filed or furnished by it under with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or and the Securities Act of 1933, as amended (the "“Securities Act"”) (as such documents have been amended since the time date of their filing, collectively, the "“Company SEC Documents"”). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, did not, to the Company SEC DocumentsKnowledge of the Company, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the unaudited consolidated interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for Company SEC Documents fairly present in all material respects the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company and its consolidated subsidiariesSubsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement and definitive proxy statement filed by Seller with the SECSEC since December 31, and has heretofore made available to Parent true and complete copies of1997 (including Seller's Annual Report on Form 10-K for the year ended December 31, 1997) (as such documents have since the time of their filing been amended, the "Seller SEC Reports"), which include all forms, reports, schedules, statements and the documents (other documents than preliminary material) that Seller was required to be filed by it under file with the Exchange Act or SEC since such date, as of their respective dates, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") ), or the Securities Exchange Act of 1934, as amended (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsExchange Act"). As of their respective dates or, if amended, as the case may be, and the rules and regulations of the date SEC thereunder applicable to such Seller SEC Reports. None of the last such amendment, the Company Seller SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECdate hereof. The financial statements of the Company (the "1995 Financial Statements") Seller included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, Seller SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects respects, the consolidated financial position of Seller and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectthen ended, subject in the case of the interim financial statements in the September 1996 10-Q, to normal year-end audit adjustments which and except that the interim financial statements do not contain all of the footnote disclosures required by GAAP. Since December 31, 1997, neither Seller nor any of its subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as disclosed or reflected in Seller SEC Reports filed after December 31, 1997 and prior to the date hereof, (ii) as incurred in connection with the transactions contemplated or as provided by this Agreement, (iii) as incurred after December 31, 1997 in the ordinary course of business, or (iv) except as would not be material not, individually or in amount or effect)the aggregate, have a Material Adverse Effect.

SEC Reports and Financial Statements. The (a) From December 28, 2012 through the date of this Agreement, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it under with the Exchange Act or the Securities Act of 1933SEC (such forms, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyand reports, the "“Company SEC Documents")”) on a timely basis. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (a) did not contain and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. As of the date hereof, (i) there are no material outstanding or unresolved written comments from the SEC with respect to the SEC Reports, and (ii) to the knowledge of the Company, none of the Company SEC Reports is subject to ongoing SEC review. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present ). Since January 1, 2013, there has been no change in the Company’s accounting policies or methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Documents or as required by an applicable Governmental Entity. The reserves reflected in the Company’s financial statements are in accordance with GAAP in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes have been calculated in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, a consistent manner in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be all material in amount or effect)respects.

SEC Reports and Financial Statements. The (a) Since April 3, 2022, the Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it under with the Exchange Act or the Securities Act of 1933SEC (such forms, as amended (the "Securities Act") (as such statements, schedules, documents have been amended since the time of their filing, collectivelyand reports, the "“Company SEC Documents"”). As of their respective filing dates or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, includingas amended, without limitationthe Securities Act and the Exchange Act, any financial statements as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (or schedules included therein (awith respect to the Company SEC Documents filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Subsidiaries No Company Subsidiary is required to file any forms, reports or other documents with the SEC. . (b) The audited consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the unaudited consolidated interim financial statements of the Company included (including, in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29each case, 1996 (the "September 1996 10-Q"all related notes and schedules) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries included or incorporated by reference in the Company SEC Documents when filed or, comply if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, fairly present in all material respects with applicable accounting requirements the consolidated financial position of the Company and with its consolidated Subsidiaries, as at the published respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments and any other adjustment described therein, including the notes thereto, permitted by the rules and regulations of the SEC with respect thereto, have been prepared SEC) in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited quarterly financial statements in the September 1996 10-Qstatements, to normal year-end audit adjustments which and any other adjustment described therein, including the notes thereto, permitted by the rules and regulations of the SEC). (c) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (i) the Company is in amount compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, (ii) each required form, report and document containing financial statements that has been filed with or effectsubmitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. In the past three years, as of the entry into this Agreement, to the Company’s knowledge, neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

SEC Reports and Financial Statements. The (a) Except as set forth on Section 3.07(a) of the Company Disclosure Schedule, the Company has filed with or furnished, as the SEC, and has heretofore made available to Parent true and complete copies ofcase may be, all forms, reports, schedulesstatements, statements schedules and other documents (the “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished, as the case may be, by it under pursuant to the federal securities laws and the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or and the Securities Act published rules and regulations of 1933the SEC thereunder, each as amended applicable to such SEC Reports and (the "Securities Act"ii) (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, did not as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with misleading, except to the applicable extent corrected prior to the date hereof by a subsequently filed SEC Report. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act and Act. As of the Securities Actdate hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the SEC Reports, including any amendments or restatements thereof filed or furnished, as the case may be, and prior to the applicable rules and regulations date of the SEC thereunder. None of the Subsidiaries is required to file any formsthis Agreement, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have has been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and in accordance with the published rules and regulations of the SEC with respect thereto, have been prepared (including Regulation S-X) and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise stated in such financial statements, including the notes theretorelated notes) and each fairly present presents, in all material respects respects, the consolidated financial position and the consolidated position, results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods covered thereby indicated therein, except as otherwise set forth in the notes thereto (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to the absence of complete footnote disclosure and to normal and recurring year-end audit adjustments which adjustments, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect). Except as set forth on Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any outstanding indebtedness for borrowed money. (c) Except as disclosed in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except liabilities set forth on the face of the December 31, 2004 balance sheet included in the Company’s report on Form 10-K for the year ended December 31, 2004, liabilities incurred in the ordinary course of business and consistent with past practice, liabilities incurred in connection with the Transactions and liabilities that have not had and would not reasonably be material expected to have, individually or in amount the aggregate, a Company Material Adverse Effect. (d) Except as set forth in Section 3.07(d) of the Company Disclosure Schedule, none of the Company or effect)any of its subsidiaries is indebted to any director or officer of the Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors’ fees) and no such person is indebted to the Company or any of its subsidiaries, and there are no other transactions of the type required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC. (e) The Company has heretofore furnished or made available to Merger Sub a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, if any, to SEC Reports which previously have been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed or furnished by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended Company since the time of their filing, collectivelySplit-Off Date (together with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein the Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") Regulation S-X under the Exchange Act and with GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects the consolidated financial position of the Company and its Subsidiaries, as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) The Company has maintained disclosure controls and procedures and internal control over financial positionreporting (as such terms are defined in Rules 13a-15 and 15d-15 under the Exchange Act) substantially as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, if anyprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company management’s most recently completed assessment of the Company’s internal controls over financial reporting, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal controls that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) To the knowledge of the Company as of the date hereof, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company prior to the date hereof that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its consolidated subsidiaries at Subsidiaries, taken as a whole, or prevent or materially delay the dates and for consummation of the periods covered thereby (subjecttransactions contemplated by the Transaction Documents. None of the Company SEC Documents filed on or prior to the date hereof is, to the knowledge of the Company as of the date hereof, subject to ongoing SEC review or investigation that would, individually or in the case aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the financial statements transactions contemplated by the Transaction Documents. (e) The Company is in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ except as would not, individually or in the September 1996 10-Qaggregate, reasonably be expected to normal year-end audit adjustments which would not be have a material in amount adverse effect on the Company and its Subsidiaries, taken as a whole, or effect)prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents.

SEC Reports and Financial Statements. The (a) Since January 1, 2001, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the "COMPANY SEC REPORTS") required to be filed by it under the Exchange Act Company with the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (as such documents have been amended since the time of their filing, collectively), the "Exchange Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents"). As Reports, and none of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the "COMPANY FINANCIAL STATEMENTS") of the Company (the "1995 Financial Statements") included contained in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") SEC Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiariesthe Company Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the Company Subsidiaries as of the dates and or for the periods covered thereby presented therein (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal and recurring year-end audit adjustments which in the ordinary course of business). Except as reflected in the Company Financial Statements, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations that (i) were not required by GAAP to be disclosed or provided for in the Company Financial Statements or (ii) were incurred since December 31, 2003, and which, in each case, (A) were incurred in the ordinary course of business consistent with past practice and (B) individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2001, the Company has not received written notice from the SEC or any other governmental entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other governmental entity. Since January 1, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since January 1, 2001, to the knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in amount or effectis engaging in any material transaction with the Company or any Company Subsidiary. Set forth in Section 3.5(c) of the Company Disclosure Letter is a list of all off-balance sheet special purpose entities and financing arrangements of the Company and the Company Subsidiaries. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since August 29, 2002, the chief executive officer and chief financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the "XXXXXXXX-XXXXX ACT") and any related rules and regulations promulgated by the SEC and the New York Stock Exchange (the "NYSE"), the OTC Bulletin Board, NASDAQ or other exchange on which the Company Common Stock has been or is traded from time to time, as applicable, and the statements contained in any such certifications are complete and correct in all material respects. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company required to be disclosed in the Company's Exchange Act Reports, including its consolidated Company Subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act. (f) The Company is, or will timely be, in compliance in all material respects with all current and proposed listing and corporate governance requirements of the NYSE, the OTC Bulletin Board, NASDAQ or other exchange on which the Company Common Stock has been or is traded from time to time, as applicable, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Reports and Financial Statements. The (a) Since September 27, 2021, the Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished (as applicable) all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it under with the Exchange Act or the Securities Act of 1933SEC (such forms, as amended (the "Securities Act") (as such statements, documents have been amended since the time of their filing, collectivelyand reports, the "“Company SEC Documents"”). As of their respective filing dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bincluding amendments) complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any formsNASDAQ, reports or other documents with the SEC. The financial statements and none of the Company (SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the "1995 Financial Statements") included statements therein, in the Company's Annual Report on Form 10K light of the circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is made as to the accuracy of any financial projection or forward looking statement or the completeness of any information filed or furnished by the Company with or to the SEC solely for the fiscal year ended December 31purposes of complying with Regulation FD promulgated under the Exchange Act. Since September 27, 1995 2021, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (the "1995 10-K") and including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company included included, or incorporated by reference, in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply SEC Documents when filed complied in all material respects with the applicable accounting requirements and complied as to form with the other applicable published rules and regulations of the SEC with respect thereto, have been prepared in accordance each case in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectthereto or, in the case of the unaudited financial statements in the September 1996 10-Qstatements, subject to normal and recurring year-end audit adjustments which and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be material be, individually or in amount or effectthe aggregate, material). (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Each Company SEC Document containing financial statements that has been filed with the SEC was accompanied by any certifications required to be filed or furnished by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or furnishing of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its executive officers has received since September 27, 2021 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

SEC Reports and Financial Statements. The Company has filed with delivered to Harsco prior to the SEC, and has heretofore made available to Parent execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company with the SEC since December 2, 1997 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary material) that the Company was required to be filed by it under file with the Exchange Act or SEC since such date. As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited financial statements and unaudited interim financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments which would are not be material expected to be, individually or in amount or effect)the aggregate, materially adverse to the Company) the financial position of the Company as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the SEC, and has heretofore made available to Parent Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since its formation under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined herein) (a copy of which has been made available to Purchaser prior to the Subsidiaries is required to file any formsdate hereof), reports or other documents with the SEC. The financial statements none of the Company (SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the "1995 Financial Statements") included statements therein, in light of the Company's Annual Report on Form 10K for the fiscal year ended December 31circumstances under which they were made, 1995 (the "1995 10-K") and the not misleading. The financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Parent, true and complete 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 (the "Securities Act") or the Exchange Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at as of the respective dates and for the respective periods covered thereby (subject, in the case indicated therein. None of the financial statements in subsidiaries of the September 1996 10-Q, Company is subject to normal year-end audit adjustments which would not be material in amount or effect)the informational reporting requirements of Section 13 of the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements (the "SEC Reports") required to be filed by it under with the SEC since June 9, 1993. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as and the rules and regulations of the date SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the last such amendment, the Company SEC Documents, including, without limitation, Reports (including but not limited to any financial statements or schedules included therein or incorporated by reference therein) contained when filed, or (aexcept to the extent revised or superseded by a subsequent filing with the SEC) did not contain contains any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with The consolidated balance sheets as of December 31, 1997 and 1996 and the applicable requirements related consolidated statements of income, common shareholders' equity and cash flows for each of the Exchange Act three years in the period ended December 31, 1997 (including the related notes and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements schedules 14 15 thereto) of the Company (the "1995 Financial Statements") included contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company 1997 included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29SEC Reports present fairly, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance withall material respects, the books consolidated financial position and records the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC with respect thereto, have been prepared dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended September 30, 1998, June 30, 1998 and fairly March 31, 1998 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X. The Quarterly Financial Statements present fairly, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at as of the dates and for the periods covered thereby presented therein in conformity with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein, including the related notes, provided, that the Quarterly Financial Statements do not reflect full year end adjustments, accruals, reserves and footnotes. (subjectd) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and its subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the case consolidated balance sheet of the financial statements Company and its subsidiaries at December 31, 1997, including the notes thereto, (ii) liabilities disclosed in the Recent SEC Reports, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since September 1996 10-Q30, 1998, and (v) other liabilities, none of which (without giving effect to normal year-end audit adjustments the materiality qualifier contained in this Section 4.06(d)) would reasonably be expected to have a Material Adverse Effect. (e) The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which would have not be material in amount yet been filed with the SEC to agreements, documents or effect)other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, SEC all forms and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2002 under the Securities Exchange Act or the Securities Act of 19331934, as amended (together with the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyrules and regulations thereunder, the "“Exchange Act”), including (a) its Annual Reports on Form 10-K for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, (b) its Quarterly Report on Form 10-Q for the period ended March 31, 2005, (c) all proxy statements relating to meetings of shareholders of the Company since January 1, 2002 (in the form mailed to shareholders) and (d) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 2002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (a)-(c) above, as amended (whether filed before, on or after the date hereof), are referred to in this Agreement collectively as the “Company SEC Documents")”. As of their respective dates or, if amended, Except as of corrected in subsequent Company SEC Documents filed prior to the date of the last such amendmenthereof, the Company SEC Documents, including, without limitation, any including the financial statements or and schedules included therein and the documents incorporated by reference therein, (ax) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act, ”) as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms. (b) The December 31, reports or other documents with the SEC. The financial statements 2004 consolidated balance sheet of the Company and the related consolidated statements of income, changes in shareholders’ equity and cash flows (including, in each case, the "1995 Financial Statements") included related notes, where applicable), as reported in the Company's ’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (2004 filed with the "1995 10-K") SEC under the Exchange Act, and the financial statements unaudited consolidated balance sheets of the Company included and its Subsidiaries (including the related notes, where applicable) as of March 31, 2005 and the related (i) unaudited consolidated statements of income for the three-month period then ended and (ii) unaudited consolidated statements of cash flows and changes in shareholders’ equity for the three-month period then ended (in each case including the related notes, where applicable), as reported in the Company's ’s Quarterly Report on Form 10-Q for the quarter period ended September 29March 31, 1996 (2005 filed with the "September 1996 10-Q") have been prepared fromSEC under the Exchange Act, fairly present, and are the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in accordance withthe case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the books consolidated financial position and records the results of the consolidated operations, cash flows and changes in shareholders’ equity of the Company and its consolidated subsidiariesSubsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, comply in all material respects where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) records of the Company and its consolidated subsidiaries at Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the dates Company and for the periods covered thereby (subject, in the case has not resigned or been dismissed as independent public accountants of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)Company.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it under the Exchange Act or Company with the Securities Act of 1933SEC from November 30, as amended 1997 until the date hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such 14 19 amendment, the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (athe "Securities Act"), and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports (as of the date of filing or effectiveness, as the case may be) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position condition of the Company and the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby then ended (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments).

SEC Reports and Financial Statements. The Company has Each form, report, schedule, effective registration statement and definitive proxy statement filed by Buyer with the Securities and Exchange Commission ("SEC") since December 31, and has heretofore made available to Parent true and complete copies of2003 (as such documents have since the time of their filing been amended, the "Buyer SEC Reports"), which include all forms, reports, schedules, statements and the documents (other documents than preliminary material) that Buyer was required to be filed by it under file with the Exchange Act or SEC since such date, as of their respective dates, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as the case may be, and the rules and regulations of the date SEC thereunder applicable thereto. None of the last such amendment, the Company Buyer SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECdate hereof. The financial statements of the Company (the "1995 Financial Statements") Buyer included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectthereto or, in the case of the financial statements unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the September 1996 10-Qcase of the unaudited statements, to normal normal, recurring audit and year-end audit adjustments which adjustments) the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 2003, Buyer has not incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth in the consolidated financial statements of Buyer as at December 31, 2003 (including the notes thereto) (collectively, the "Buyer Financial Statements"), (ii) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (iii) as incurred after December 31, 2003 in the ordinary course of business and consistent with past practices, (iv) as described in the SEC Reports or (v) as would not be not, individually or in the aggregate, have a material in amount or adverse effect).

SEC Reports and Financial Statements. The Company FEI has filed with the SEC, and has heretofore made available to Parent Micrion true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (each of 1933such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement or filed subsequent to the date hereof, other than preliminary filings, is referred to as amended (the a "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company FEI SEC DocumentsDocument"). As of their respective dates orEach FEI SEC Document, if amended, as of at the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintime filed complied and, in light the case of the circumstances under which they were madefuture filings, not misleading and (b) complied will comply in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") FEI included in the Company's Annual Report on Form 10K for the fiscal year ended December 31FEI SEC Documents comply and, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29case of future filings, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and, in the case of future filings, will be prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-normal, recurring year end audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of FEI and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has filed (or furnished, as applicable) with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by it under the Company or its directors and executive officers (in their capacity as such) with the SEC since June 1, 2003 (as they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, the Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the "rules and regulations of the SEC promulgated thereunder) (the “Securities Act"”) (applicable, as the case may be, to such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As Reports, and none of their respective dates or, if amendedthe Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the last such amendmentcase of any proxy statement, at the Company SEC Documentsdate mailed to shareholders and at the date of the meeting, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. As of their respective dates, the financial statements (including all related notes and (bschedules) of the Company included in the Company SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (b) None of the preliminary or final offering memoranda or any amendments or supplements thereto, including exhibits, financial statements and changes schedules thereto and any documents incorporated therein by reference, or any related documents (including final pricing term sheets) or written communications concerning the solicitation, purchases of or offering of the Notes (the “Notes Disclosure Package”) as of the time of pricing, as of the dates delivered to any potential or actual purchasers or offerees and as of June 29, 2007 included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial positionstatements, if anytogether with the related schedules and notes, included in the Notes Disclosure Package (i) presented fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby specified and (subjectii) were prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the case Notes Disclosure Package presented fairly in accordance with GAAP the information required to be stated therein, and the selected financial data and the summary financial information included in the Notes Disclosure Package presented fairly in all material respects the information shown therein and were compiled on a basis consistent with that of the audited financial statements included in the September 1996 10Notes Disclosure Package. The Company has heretofore made available to Parent a complete and correct copy of the Notes Disclosure Package (other than final pricing term sheets and any other written communications concerning the solicitation, purchases of, or offering of the Notes that are not within the possession of the Company). The solicitation, issuance, and sale of the Notes complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act including with respect to qualifying for the exemptions from registration provided for in Section 4(2) of the Securities Act. (c) Since the enactment of the Xxxxxxxx-QXxxxx Act of 2002, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, as amended, and related rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act of 2002”). (d) There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. (e) The management of the Company (i) has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is timely accumulated and communicated to the individuals responsible for the preparation of the Company’s filings with and submissions to the SEC and all other public disclosure documents within the time periods specified in the rules and forms of the SEC and sufficiently in advance of the date on which filings or submissions are required to be made to allow timely decisions to be made regarding required disclosures; (ii) has established and maintains internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) to ensure the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including without limitation such policies and procedures specified in Rule 14a-15(f)(1)-(3) of the Exchange Act; and (iii) has disclosed, based on its most recent evaluation, to normal year-end the Company’s outside auditors and the audit adjustments committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any and all disclosures made by management to the Company’s auditors and audit committee has previously been made available to Parent. To the Company’s knowledge, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certification and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 when next due. (f) Since June 1, 2003, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in amount questionable accounting or effect)auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available delivered to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the SEC since August 1, 1993 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to be filed by it under file with the Exchange Act or SEC since such date. As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly and accurately present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments (which would are not be material expected to be, individually or in amount or effectthe aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has filed with the SECAll forms, and has heretofore made available to Parent true and complete copies of, all formsregistration statements, reports, schedules, statements and other documents required to be filed by it the Company under the Exchange Act or the Securities Act of 1933in the twenty-four (24) months preceding the date hereof, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedincluding, as of the date of the last such amendmentEffective Time, the March 31, 2018 Form 10-Q (all such documents, including the exhibits thereto, collectively the “Company SEC Documents”), have been filed with the Commission. The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required (c) complied as to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (d) with respect to the Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) and with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at as of the dates thereof and the consolidated results of its operations and cash flows for the periods covered thereby (subject, in then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to the case Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount statement disclosure or effect)auditing scope or procedures.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT") from and after December 31, 1997 (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company SEC Documents as well as the Company's Quarterly Report on Form 10-Q financial statements as of and for the quarter year ended September 29December 31, 1996 (the "September 1996 10-Q") have been prepared from1998 heretofore delivered to Purchaser, and are in accordance with, the books and records as of the Company and its consolidated subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end audit adjustments adjustments, none of which would not will be material in amount or effect)material) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Parent has timely filed with the SECall registration statements, and has heretofore made available to Parent true and complete copies of, all prospectuses forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC under the Securities Act or the Exchange Act or the Securities Act of 1933since May 20, as amended 1999 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company PARENT SEC DocumentsREPORTS"). As The Parent SEC Reports (i) as of their respective dates ordates, if amendedwere prepared in accordance with, and complied as to form in all material respects with, the requirements of the Securities Act or the Exchange Act, as of the date of case may be, and the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein applicable rules and regulations thereunder and (aii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with misleading. As of the applicable date hereof, no Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . Each of the SEC thereunder. None of consolidated balance sheets (including the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements"related notes) included in the Company's Annual Report on Form 10K for the fiscal year ended December 31Parent SEC Reports presents fairly, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated other related statements (including the related notes) included in the Parent SEC Reports presents fairly, in all material respects, the results of operations and operations, cash flows (and changes in financial position, if any) shareholders' equity of the Company Parent and its consolidated subsidiaries at the dates Subsidiaries as of its date and for the respective periods covered thereby (set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-end audit adjustments which would not be material in amount or effect)adjustments.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1996 under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the Subsidiaries is required to file any formsdate hereof), reports or other documents with the SEC. The financial statements none of the Company (SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the "1995 Financial Statements") included statements therein, in light of the Company's Annual Report on Form 10K for the fiscal year ended December 31circumstances under which they were made, 1995 (the "1995 10-K") and the not misleading. The financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has (a) Except as set forth in any annual and quarterly report or registration statement filed by Acquiror with the SECSEC since December 31, 2012 and has heretofore made available prior to Parent true and complete copies ofthe Agreement Date (the “Acquiror SEC Documents”), the Acquiror SEC Documents complied as to form in all forms, reports, schedules, statements and other documents required to be filed by it under material respects with the Exchange Act or requirements of the Securities Act of 1933and the Exchange Act, as amended (the "Securities Act") (as such documents have been amended since case may be, and the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Acquiror SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Acquiror SEC Documents contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. (b) Except as set forth in the Acquiror SEC Documents, the financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q or Form 10-K under the Exchange Act) and fairly present presented in all material respects the consolidated financial position of Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Acquiror’s operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby indicated (subjectsubject to, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal and recurring year-end audit adjustments which would not be adjustments). Since December 31, 2013, there has been no material change in amount or effect)Acquiror’s accounting policies except as described in the notes to the Acquiror Financial Statements.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available delivered to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under the Exchange Act Company or any of its Subsidiaries with the Securities Act of 1933SEC since April 30, as amended (the "Securities Act") 1994 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file or did file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments (which would are not be material expected to be, individually or in amount or effectthe aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.05 of the Company Disclosure Letter, each Significant Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has (a) Each form, report, schedule, registration statement, proxy statement, information statement, exhibit and any other document filed by Parent with the SECSEC since January 1, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") 2005 (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company “SEC Documents"Reports”). As , as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and Exchange Act. None of the SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. All documents required to have been filed as exhibits to any SEC Report have been so filed. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") Parent included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") such SEC Reports and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments none of which would not are or will be material in amount amount, individually or effect)in the aggregate) the consolidated financial position of Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its subsidiaries since December 31, 1998 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby (subject, presented therein. The financial results set forth in the case of the financial statements and schedules set forth in the September 1996 Company's Form 10-QQ for the quarterly period ended September 30, 2001 shall be no less favorable than the results furnished in writing by the Company to normal year-end audit adjustments which would not be material in amount or effect)Parent as of the date hereof.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent the Vendors and Company true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933from and after January 26, as amended 2004 (the "Securities Act") (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the “Company SEC Documents”). The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of thereunder (and to the Subsidiaries is required to file any formsextent applicable, reports or other documents with the SECPCAOB). The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 Company SEC Documents (the "September 1996 10-Q") have been prepared from“Company Financial Statements”), and are in accordance withheretofore delivered to the Company, the books and records as of the Company and its consolidated subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments adjustments, none of which would not will be material in amount or effect)material) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The (a) Except as set forth on Section 2.4 of the Company Disclosure Schedule, the Company has filed with the SECor furnished (as applicable) all reports, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements statements, certifications and other documents required to be filed by it under or furnished with or to the United States Securities and Exchange Act or the Securities Act of 1933, as amended Commission (the "Securities Act"“SEC”) from January 1, 2006 (as such documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Securities Act of 1933, includingas amended (the “Securities Act”), without limitationand the Exchange Act at the time they were filed (or, any financial statements or schedules included therein (a) did not contain if amended at the time of such amendment), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in Except for the Company's Annual Report on ’s Form 10-K for the fiscal year ended December 31, 1995 (2007, the "1995 10Form 8-K") K filed on March 28, 2007 and the schedules, statements, certifications and other documents related thereto, the Company has not filed any reports, forms, schedules, statements, certifications and other documents with the SEC in the two Business Days immediately preceding the date of this Agreement. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company's Quarterly Report on Form 10-Q for Company SEC Documents (i) fairly present in all material respects the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company and its consolidated subsidiariesSubsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been ) and (ii) were prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) The Company has made available to Parent true, correct and complete copies of the consolidated financial statements for the month of January of 2008, and such consolidated financial statements (i) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods covered thereby then ended (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end audit adjustments which would not and to any other adjustments described therein, including the notes thereto) and (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be material indicated therein or in amount or effectthe notes thereto). (d) The Company SEC Documents include all certificates required to be included therein pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOX. To the knowledge of the Company, the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. The Company’s principal executive officer and principal financial officer have no knowledge of any fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. (e) The Company has made available to Parent true, correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any Subsidiary of the Company, on the other hand, since December 1, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933since January 1, as amended 2001 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the "Company SEC Documents"). As The Company SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None No Subsidiary of the Subsidiaries Company is required to file make any forms, reports or other documents filings with the SEC. . (b) The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby presented (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1, 2001, there has been no material change in the Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with GAAP, except as described in the September 1996 10-Qnotes to such Company financial statements. (c) The Company has heretofore made available to Parent a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to normal year(i) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and (ii) the Company SEC Documents themselves. The Company has responded to all comment letters of the Staff of the SEC relating to the Company SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-end audit adjustments which would not be material in amount or effect)responsive. The Company has heretofore made available to Parent true, correct and complete copies of all correspondence with the SEC occurring since January 1, 2001.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to Parent Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 2021, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (as such documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their its respective dates or, date (and if amended, as of the date of the last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, includingand, without limitationlimitation of the foregoing, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActXxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is is, or at any time since January 1, 2021, has been, required to file file, or has voluntarily filed, any forms, reports or other documents with the SEC. The Each of the consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Documents (the "1995 10-K"“Financial Statements”) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q"w) have has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) and fairly present presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at Subsidiaries as of the dates date and for the periods covered thereby (subjectreferred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the case light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the shareholders of the Company. (b) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S‑K of the SEC)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (d) No material weaknesses exist with respect to the internal control over financial reporting of the Company that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S‑K promulgated by the SEC that have not been disclosed in the September 1996 10-QCompany SEC Documents. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, as appropriate, to normal year-end audit adjustments which would not be material in amount or effect)allow timely decisions regarding required disclosure.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore delivered or made available to Parent a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under the Exchange Act Company or any of its Subsidiaries with the Securities Act of 1933SEC since November 21, as amended (the "Securities Act") 1997 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingif applicable, without limitationas the case may be, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 Company SEC Reports (the "September 1996 10-QCompany Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments (which would are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.5(a) of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) Except as set forth in the Company SEC Reports or Section 4.5(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 1999 which could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default in respect of the material terms and conditions of any indebtedness or other agreement which could, individually or in amount or effect)the aggregate, be expected to have a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Buyer true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT") (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, at the time filed, except to the extent subsequently amended and on file with the SEC, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents and such press release do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the Subsidiaries is required to file any formscircumstances under which they were made, reports or other documents with the SECnot misleading. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company SEC Documents, as well as the Company's Quarterly Report on Form 10-Q financial statements as of and for the quarter twelve months ended September 29January 31, 1996 2001 (the "September 1996 10-QBALANCE SHEET DATE") have been prepared fromheretofore delivered to Buyer, and are in accordance with, the books and records as of the Company and its consolidated subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments adjustments, none of which would not will be material in amount material) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's subsidiaries is required to file any forms, reports, schedules, statements or effect)other documents with the SEC.

SEC Reports and Financial Statements. The (a) Each form, report, schedule, registration statement, definitive proxy statement, exhibit and any other document filed by the Company has filed with the Securities and Exchange Commission (the "SEC") since January 1, and has heretofore made available 1997 (as such documents have been amended prior to Parent true and complete copies ofthe date hereof, the "SEC Reports"), as of their respective dates, complied in all forms, reports, schedules, statements and other documents required to be filed by it under material respects with the Exchange Act or applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsExchange Act"). As None of the SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The Company has made available to Parent true, accurate and complete copies of all of the SEC Reports. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (and the "1995 Financial Statements") Company Subsidiaries included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") such SEC Reports and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments none of which would not are or will be material in amount amount, individually or effectin the aggregate) the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1, 1997, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Company Subsidiary has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act or the Exchange Act. (c) Except as set forth on Schedule 3.6, neither the Company nor any of the Company Subsidiaries have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency or obligation or responsibility, known or unknown, fixed or unfixed, choate or inchoate, liquidaxxx xx unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, whether or not of a kind required by GAAP to be set forth on a financial statement or in the notes thereto ("Liabilities"), that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the Audited Financials, including, without limitation, those relating to environmental and occupational safety and health matters, that, alone or in the aggregate, could result in claims against, obligations of or liabilities to the Company or any of the Company Subsidiaries which are reasonably likely to have a Company Material Adverse Effect. Except as set forth on Schedule 3.6, neither the Company nor any Company Subsidiary has any Knowledge of any circumstance, condition, event or arrangement that may hereafter give rise to any Liabilities which are reasonably likely to have a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or since November 11, 1997 through the Securities Act of 1933, as amended (the "Securities Act") date hereof (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates orand, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The financial statements of the Company (the "1995 1998 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31November 27, 1995 1998 (including the related notes thereto) (the "1995 1998 Form 10-K") and the financial statements of the Company included in the Company's Quarterly Report quarterly report on Form 10-Q for the quarter ended September 29, 1996 (fiscal quarters occurring since the "September 1996 1998 Form 10-Q") K, have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, thereto have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and to the absence of complete notes) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby (subjectpresented therein. Except as disclosed in the Company SEC Documents, the books and records of the Company have been, and are being, maintained, in the case of the financial statements all material respects, in the September 1996 10-Q, accordance with GAAP and any other applicable legal and accounting requirements (subject to normal year-end audit adjustments which would not be material in amount or effectand the absence of notes).

SEC Reports and Financial Statements. The (a) Since January 1, 2003, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the "Company SEC Reports") required to be filed by it under the Exchange Act Company with the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since and the time of their filingExchange Act, collectively, and the "Company SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date of the last such amendment, SEC promulgated thereunder applicable to the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. Since March 31, 2006, no event has occurred with respect to the Company or any of Company Subsidiaries that requires the filing of a current report on Form 8-K with respect to such event for which such Form 8-K has not otherwise been filed (b) complied including situations in all material respects which the Form 8-K with the applicable requirements respect to such event is not due as of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof). None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of the Company operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the "1995 Company Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Company SEC Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiariesthe Company Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein, including the notes thereto) and fairly present fairly, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments in financial positionthe ordinary course of business). Except as reflected or reserved against in the Company Financial Statements, if anyas of the date hereof, neither the Company nor any of the Company Subsidiaries has any material liabilities or material obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries at (including the dates notes thereto), other than liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2005. (c) Since January 1, 2003, the Company has not received written notice from the SEC or any other Governmental Authority that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Authority. Since January 1, 2003, the Company's independent public accounting firm has not informed Company that it has any material questions, challenges or disagreements that were required to be disclosed in the SEC Reports regarding or pertaining to Company's accounting policies or practices. Since the effectiveness of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"), neither the Company xxx xxx xx xxe Company Subsixxxxxxx xxx xxranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of the Sarbanes-Oxley Act. Set forth in Section 2.5(c) of the Company Disclosxxx Xxxxxx xx a list of all off-balance sheet special purpose entities and for financing arrangements of the Company and the Company Subsidiaries. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports, the chief executive officer and chief financial officer of the Company have made all certifications pursuant to the Sarbanes-Oxley Act and any related rules and regulations promulgated bx xxx XXX xxx the NYSE, and the statements contained in any such certifications are complete and correct. Neither the Company nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificates. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Company required to be disclosed in the Company's Exchange Act reports, including its consolidated Company Subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods covered thereby in which the periodic reports required under the Exchange Act are being prepared. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting (subjectas defined in Rule 13a-15(f) of the Exchange Act), to the Company's independent public accounting firm and the audit committee of the Board of Directors of the Company (i) all significant deficiencies and material weaknesses in the case design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the financial statements NYSE, and is in compliance in all material respects and will continue to remain in compliance in all material respects from the September 1996 10-Qdate hereof until immediately after the Effective Time, to normal year-end audit adjustments which would not be material in amount or effect)with all rules, regulations and requirements of the Sarbanes Oxley Act.

SEC Reports and Financial Statements. The Company Buyer has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Sellers true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended or supplemented since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including, Reports (including without limitation, any financial statements or schedules included therein therein) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have SEC Reports has been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesBuyer, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Buyer as at the dates and thereof or for the periods presented therein. Since September 30, 1997 (the end of the period covered thereby (subjectby the last quarterly report on Form 10-Q filed by Buyer with the SEC), there has been no material adverse change in the case business, financial condition and results of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)operations of Buyer.

SEC Reports and Financial Statements. (a) The Company has and its subsidiaries have filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it under them with the SEC since December 31, 1999 (as amended since the time of their filing and prior to the date hereof, collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedapplicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements Each of the Exchange Act and the Securities Actconsolidated financial statements (including, as the case may bein each case, and the applicable rules and regulations of any note thereto) contained in the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended Reports filed after December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and 1999 present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at as of the dates and or for the periods covered thereby presented therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as set forth in the notes contained therein and subject, in the case of the financial statements unaudited statements, to recurring audit adjustments normal in nature and amount). (c) Except as reflected in the SEC Reports or reserved against in the balance sheet of the Company and its subsidiaries as of September 1996 10-Q30, 2000 including the notes thereto (the "September 30, 2000 Balance Sheet") or as set forth in Section 3.5(c) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries have any material liabilities of a nature that would be required to normal year-end audit adjustments be reflected on a balance sheet in accordance with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since the date of the September 30, 2000 Balance Sheet, including borrowings under credit agreements existing as of September 30, 2000. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications existing as of the date hereof that have not yet been filed with the SEC (but which it would not or will be material in amount required to file with the SEC) to agreements, documents or effect)other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. The Since December 31, 2005, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements and other documents reports required to be filed or furnished by it under with the Exchange Act or SEC pursuant to the Securities Act of 1933and the Exchange Act, as amended (the "Securities Act") (as such documents have been amended since the time date of their filing, filing (collectively, the "“Company SEC Documents"”). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the unaudited consolidated interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for Company SEC Documents fairly present in all material respects the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company and its consolidated subsidiariesSubsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. The Company IMSI has filed with the Securities and Exchange Commission (“SEC, and has heretofore made available to Parent ”) true and complete copies ofof IMSI’s Annual Report on Form 10-KSB for the year ended June 30, 2004 and all forms, reports, schedules, statements and other documents required to be filed by it IMSI under the Exchange Act Securities Act, or the Securities Act of 1933Exchange Act, as amended from and after the filing thereof, including most recently a 10Q filed on May 16, 2005 (the "Securities Act") (as such documents have been amended since the time of their filingannual report, collectivelyforms, the "Company SEC Documents"). As of their respective dates orreports, if amendedschedules, as of the date of the last such amendmentstatements and other documents, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, the “IMSI SEC Documents”). The IMSI SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and Purchaser and IMSI have informed Shareholders of any material public information that would make these statements untrue since the time the IMSI SEC thereunderDocuments were filed. None of There have not been any amendments to IMSI SEC Documents since the Subsidiaries is required to file any forms, reports or other documents with the SECinitial filing thereof. The financial statements of the Company (the "1995 Financial Statements") included IMSI contained in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the IMSI SEC with respect thereto, Documents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would are not be material in amount or effect)) the consolidated financial position of IMSI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed or furnished by it under the Exchange Act or the Securities Act of 1933Company since January 1, as amended 2015 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein the Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective date thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) The Company has maintained disclosure controls and procedures and internal control over financial positionreporting (as such terms are defined in Rule 13a-15 and Rule 15d- 15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, if anyprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company management’s most recently completed assessment of the Company’s internal control over financial reporting prior to the date hereof, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal controls that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) To the Knowledge of the Company, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company that would reasonably be expected to be material to the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subjectSubsidiaries, in the case taken as a whole. None of the financial statements in Company SEC Documents filed on or prior to the September 1996 10-Qdate hereof is, to normal year-end audit adjustments which the Knowledge of the Company, subject to ongoing SEC review or investigation that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) The Company is in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ except as would not reasonably be expected to be material in amount or effect)to the Company and its Subsidiaries, taken as a whole.

SEC Reports and Financial Statements. The Company has filed with delivered to Purchaser, prior to the SECexecution of this Agreement, and has heretofore made available to Parent a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act or of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933and the rules and regulations thereunder since March 15, as amended (the "Securities Act") 2001 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (, except as may be indicated therein or in the notes thereto) thereto and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) except with respect to unaudited statements as permitted by Form 10-Q of the Company and its consolidated subsidiaries at SEC, and, as of the respective dates and for the periods covered thereby thereof, fairly presented (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal year-end audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. The Common Stock has been registered under the Exchange Act for at least 12 months, and the Company has timely filed all required reports under the Exchange Act during such period.

SEC Reports and Financial Statements. The (a) Parent delivered to the Company has filed with prior to the SEC, and has heretofore made available to Parent execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it under Parent or any of its Subsidiaries with the Exchange Act or the Securities Act of 1933SEC since December 31, as amended (the "Securities Act") 1995 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company Parent SEC DocumentsReports"), which are all the documents (other than preliminary materials) that Parent and its Subsidiaries were required to file with the SEC since such date. As of their respective dates ordates, if amendedthe Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports (the "Parent Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments (which would are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as a consolidated subsidiary of Parent in the Parent Financial Statements for all periods covered thereby. (b) All material filings required to be made by Parent or any of its Subsidiaries since December 31, 1995 in the United Kingdom under the Electricity Xxx 0000, the Water Industry Xxx 0000, the Water Resources Xxx 0000 and the Telecommunications Xxx 0000 have been filed with OFFER, OFWAT and the Office of Telecommunications Services or any other appropriate Governmental or Regulatory Authority, as the case may be, including all material forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, complied, as of their respective dates, in amount or effect)all material respects with all applicable requirements of the statute and the rules and regulations thereunder.

SEC Reports and Financial Statements. The Company (a) From December 31, 2013, Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act or prior to the Securities Act of 1933date hereof (such forms, as amended (documents and reports the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents"”). As of their respective dates filing dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company Parent SEC DocumentsDocuments complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Parent SEC Documents contained (aor, with respect to Parent SEC Documents filed after the date hereof, will not contain) did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements Each of the Exchange Act consolidated financial statements contained or incorporated by reference in the Parent SEC Documents (as amended, supplemented or restated, if applicable), including the related notes and schedules, was prepared (except as indicated in the Securities Actnotes thereto including, as in the case of interim financial statements, for normal and recurring year-end adjustments and as may be, and the applicable rules and regulations of be permitted by the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for or Form 8-K under the quarter ended September 29, 1996 (the "September 1996 10-Q"Exchange Act and absence of all notes thereto) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) indicated, and fairly present each such consolidated financial statement presented fairly, in all material respects respects, the consolidated financial position and the consolidated position, results of operations operations, stockholders’ equity and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries at Subsidiaries as of the respective dates thereof and for the respective periods covered thereby indicated therein (subject, in the case of the unaudited quarterly financial statements in the September 1996 10-Qstatements, to absence of notes and normal year-end audit adjustments which would not be material in amount or effectadjustments). (c) Other than off-balance sheet financings disclosed in the Parent SEC Documents filed or furnished prior to the date hereof, neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents. (d) To the knowledge of Parent, none of the Parent SEC Documents is as of the date hereof the subject of ongoing SEC review and Parent has not received any comments from the SEC with respect to any of the Parent SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date hereof as to any matters affecting Parent which has not been adequately addressed. None of the Parent SEC Documents as of the date hereof is the subject of any confidential treatment request by Parent.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available furnished to Parent the Company, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and actually filed under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") ), (as such documents have been amended since the time of their filingsuch filing for the periods since Fiscal Year 1996, collectively, the "Company Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Parent SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein therein, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") Parent included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The (a) As of their respective dates, each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has filed with the SECSEC since February 4, and has heretofore made available to Parent true and complete copies of2000 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”), which are all forms, reports, schedules, statements and of the documents (other documents than preliminary material) that the Company was required to be filed by it under file with the Exchange Act or SEC since such date: (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "“Securities Act") (”), or the Exchange Act, as such documents have been amended since the time of their filingcase may be, collectivelyand if applicable, the "Company SEC Documents"). As Xxxxxxxx-Xxxxx Act of their respective dates or, if amended, as of 2002 and the date of rules and regulations promulgated thereunder (the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein “Xxxxxxxx-Xxxxx Act”) and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company (the "1995 Financial Statements"notes, if any, thereto) included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Reports (the "1995 10-K"“Company Financial Statements”) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect SEC, including without limitation, the Xxxxxxxx-Xxxxx Act applicable thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements Table of Contents as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby presented (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments adjustments) the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods then ended. No other entities are treated as consolidated Subsidiaries of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, as applicable; such controls and procedures are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (c) As used in this Section 3.5, the term “file” shall be broadly construed to include any manner in which would not be material in amount a document or effect)information is furnished, supplied or otherwise made available to the SEC.

SEC Reports and Financial Statements. The Company Purchaser has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Sellers, true and complete copies of, all forms, reports, schedules, statements and other documents filed or required to be filed by it and its subsidiaries since May 23, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Purchaser SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Purchaser SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Purchaser SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and Purchaser and/or its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") in the applicable jurisdiction applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)presented therein.

SEC Reports and Financial Statements. The Company (a) Since January 1, 2018, Buyer has filed with the SEC, and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it under with the Exchange Act or the Securities Act of 1933, as amended SEC (the "Securities Act") (as all such documents have been amended since the time and reports publicly filed or furnished by Buyer or any of their filing, collectivelyits Subsidiaries, the "Company “Buyer SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Buyer SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act, includingthe Exchange Act and the Xxxxxxxx-Xxxxx Act, without limitationas the case may be, any financial statements and the applicable rules and regulations promulgated thereunder, and none of the Buyer SEC Documents at the time they were filed or schedules included therein (a) did not contain furnished contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Buyer’s Subsidiaries is is, or at any time has been, required to file any forms, reports or other documents with the SEC. True and correct copies of all Buyer SEC Documents filed prior to the date of the Original Agreement have been furnished to Sellers or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company (the "1995 Financial Statements") Buyer included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Buyer SEC Documents (the "1995 10-K"“Buyer Financial Statements”) and at the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 time they were filed or furnished (the "September 1996 10-Q"i) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply fairly present in all material respects with applicable accounting requirements the consolidated financial position of Buyer and with its consolidated Subsidiaries, as at the published rules respective dates thereof, and regulations the consolidated results of their operations and their consolidated cash flows for the SEC respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto or with respect theretoto pro forma financial information, have been subject to the qualifications stated therein), (ii) were prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (iii) comply in all material respects with the consolidated financial position applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the consolidated results of operations and cash flows (and changes in financial position, if anySecurities Act. Set forth on Schedule 5.08(b) are copies of the Company unaudited financial statements consisting of the balance sheet of Buyer and its consolidated subsidiaries Subsidiaries as at June 30, 2020 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the six (6) months then ended (the “Buyer Pro-Forma Financial Statements”). The Buyer Pro-Forma Financial Statements were prepared in conformity with GAAP applied on a consistent basis during the periods involved, subject, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes. The Buyer Pro-Forma Financial Statements are based on the books and records of Buyer’s business, and fairly presents, in all material respects, the financial condition of Buyer as of the respective dates they were prepared and the results of the operations of Buyer’s business for the periods covered thereby indicated. (subjectc) As of the date of the Original Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Buyer relating to the Buyer SEC Documents. As of the date of the Original Agreement, none of the Buyer SEC Documents is, to Buyer’s knowledge, the subject of ongoing SEC review. (d) Neither Buyer nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Buyer or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, Buyer or any of its Subsidiaries in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount Buyer Financial Statements or effect)other Buyer SEC Documents.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933since January 1, as amended 2003 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the "“Company SEC Documents"”). As The Company SEC Documents as of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None No Subsidiary of the Subsidiaries Company is required to file make any forms, reports or other documents filings with the SEC. . (b) The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby presented (subject, in the case of the unaudited statements, to normal and recurring audit adjustments not material in amount) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1, 2003, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the September 1996 10-Qnotes to such Company financial statements. (c) The Company has heretofore made available to Parent a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to normal year(i) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and (ii) the Company SEC Documents themselves. The Company has responded to all comment letters of the staff of the SEC relating to the Company SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-end audit adjustments which would not be material in amount or effect)responsive. The Company has heretofore made available to Parent true, correct and complete copies of all correspondence with the SEC occurring since January 1, 2003.

SEC Reports and Financial Statements. The Company has (a) As of their respective dates, each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Parent or any of its subsidiaries with the SECSEC since January 1, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") 2001 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company Parent SEC DocumentsReports"). As , which are all of their respective dates orthe documents that Parent and its subsidiaries were required to file with the SEC since such date: (i) complied as to form in all material respects with the requirements of the Securities Act, if amendedor the Exchange Act, as of the date of the last such amendmentcase may be, and if applicable, the Company SEC DocumentsSarbanes-Oxley Act of 2002 and the rules and regulations promulgated thxxxxxxxx (xxx "Sarbanes-Oxley Act"), including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact x xxxxxxxx xxct or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied except to the extent that any statement or omission was corrected in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECsuperceded by information contained in a later dated filing. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the Parent SEC Reports (the "1995 Parent Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect SEC, including, without limitation, the Sarbanes-Oxley Act, applicable thereto, have been were prepared in accordance with United States generally accordaxxx xxxx xxxxrally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments which would not be adjustments) the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each subsidiary of Parent is treated as a consolidated subsidiary of Parent in the Parent Financial Statements for all periods covered thereby. (b) Parent has maintained disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures were effective to ensure that all material in amount or effect)information concerning Parent and its subsidiaries was made known on a timely basis to the individuals responsible for the preparation of Parent's filings with the SEC and other public disclosure documents.

SEC Reports and Financial Statements. The (a) Since January 1, 2003, the Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements registration statements, and other documents (together with all amendments thereof and supplements thereto)(as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports") required to be filed by it under the Exchange Act Company with the SEC. As of their respective dates and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") ), or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsExchange Act"). As of their respective dates or, if amended, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments which would not be material adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in amount or effect)Section 3.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company Except as set forth in Section 3.5 of the Seller Disclosure Letter, USN has filed with the SEC, and has heretofore made available to Parent Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1997 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company USN SEC Documents"). As Except as may be provided in subsequently filed USN SEC Documents that are filed prior to the date hereof, as of their respective dates or, if amended, as of the date of the last such amendment, the Company USN SEC Documents, including, without limitation, any financial statements or schedules included therein therein, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None No subsidiary of the Subsidiaries USN is required to file any forms, reports or other documents with the SEC. The audited financial statements of the Company USN (the "1995 USN Audited Financial Statements") included in the CompanyUSN's Annual Report on Form 10K for the fiscal year ended December 31, 1995 1997 (the "1995 USN 1997 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company USN and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).the

SEC Reports and Financial Statements. The Each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has with the SEC since January 1, 2010 (in the case of any registration statement, as of its effective date, and with respect to all documents filed by the Company with the SEC, as of their respective filing dates and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it under thereafter as of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as date such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "“Company SEC Documents"Reports”). As , which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date, (i) complied in all material respects with the requirements of their respective dates orthe Securities Act, if the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and the rules and regulations promulgated thereunder, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (biii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents were timely filed with the SEC. The audited financial statements of and unaudited interim financial statements (including, in each case, the Company (the "1995 Financial Statements"notes, if any, thereto) included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 Company SEC Reports (the "1995 10-K"“Company Financial Statements”) and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments (which would are not be expected to be, individually or in the aggregate, materially adverse to Company taken as a whole)) in all material in amount or effect)respects the financial position of Company as at the respective dates thereof and the results of operations and cash flows for the respective periods then ended.

SEC Reports and Financial Statements. The (a) Since January 1, 1998, the Company has filed with the Securities and Exchange Commission ("SEC, and has heretofore made available to Parent true and complete copies of, ") all forms, reports, schedules, registration statements, definitive proxy statements and other documents (the "COMPANY SEC REPORTS") required to be filed by it under the Exchange Act or Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates orand, if amendedamended or superseded by a subsequent filing prior to the date of this Agreement or the Effective Time, then as of the date of the last such amendmentfiling, the Company SEC DocumentsReports complied or will comply in all material respects with the requirements of the '33 Act, includingthe '34 Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, without limitation, any financial statements and none of the Company SEC Reports contained or schedules included therein (a) did not will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 12 or 15 of the '34 Act. (b) The financial statements Consolidated Balance Sheets and the related Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flows (including, in each case, any related notes and schedules thereto) (collectively, the "COMPANY FINANCIAL STATEMENTS") of the Company (the "1995 Financial Statements") included contained in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") SEC Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiaries, comply and the Company Financial Statements present fairly in all material respects with applicable accounting requirements the consolidated financial position and with the published rules consolidated results of operations and regulations cash flows of the SEC with respect thereto, have been prepared Company and its consolidated subsidiaries as of the dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein, including the notes thereto) related notes, and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the quarterly financial statements in the September 1996 10-Qstatements, to normal and recurring year-end audit adjustments which in the ordinary course of business. (c) Since March 31, 2001, neither the Company nor any of the Company Subsidiaries has incurred any liabilities or obligations of any nature, whether accrued, contingent or absolute or otherwise (including without limitation under royalty arrangements), except for those arising in the ordinary course of business consistent with past practice and that would not not, individually or in the aggregate, reasonably be material in amount or effect)expected to have a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parent the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 28, 2000 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company PARENT SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have Parent SEC Documents has been prepared from, and are is in accordance with, the books and records of the Company Parent and its consolidated subsidiariesSubsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") US GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or in the case of unaudited financial statements, as permitted for presentation in Quarterly Reports on Form 10-Q) and fairly present in all material respects presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries Subsidiaries as at the dates and thereof or for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)presented therein.

SEC Reports and Financial Statements. The Company Buyer has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since October 1, 2000 under the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities Exchange Act") or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company Buyer SEC Documents"). As Except as set forth on Schedule 6.7 hereto, as of their respective dates or, if amended, as of the date of the last such amendment, the Company Buyer SEC Documents, including, without limitation, including any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have Buyer SEC Documents has been prepared from, and are is in accordance with, the books and records of the Company Buyer and its consolidated subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Buyer and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)presented therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parent the Company, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act of 1933(such forms, as amended (the "Securities Act") (as such documents have been amended since the time of their filingreports, collectivelyschedules, the "Company SEC Documents"). As of their respective dates orstatements and other documents, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the "Parent SEC Documents"). Except to the extent revised or superseded by a subsequently filed Parent SEC Document (awhich has been filed and a copy of which has been provided to the Company prior to the date hereof), the Parent SEC Documents, at the time filed, (i) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied and will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") Parent included or incorporated by reference in the Company's Annual Report on Form 10K for the fiscal year ended December 31Parent SEC Documents complied and will comply, 1995 (the "1995 10-K") and the financial statements as of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29time filed, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and will be prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby will fairly present (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal normal, recurring, year-end audit adjustments which would not be material in amount or effect)adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated therein.

SEC Reports and Financial Statements. The Company has filed with Except as set forth on Schedule 4.7: (a) To the SECKnowledge of Xxxxxx Xxxxxxxx, since December 31, 2013, each form, report, schedule, registration statement, proxy statement, information statement, exhibit and has heretofore made available any other document, to Parent true and complete copies of, all forms, reports, schedules, statements and other documents the extent required to be filed in accordance with Applicable Law by it under the Exchange Act or Company with the Securities Act of 1933, as amended and Exchange Commission (the "Securities Act"“SEC”) (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company “SEC Documents"Reports”), as of its respective date, has complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and was timely filed (except where a valid extension of the filing date was filed and the applicable SEC Report was filed within the period permitted by such extension). As None of the SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, such SEC Reports and are in accordance with, the books and records of the Company and its consolidated subsidiaries, any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the unaudited interim financial statements in the September 1996 10-Qstatements, to normal normal, recurring year-end audit adjustments none of which would not are or will be material in amount amount, individually or effect)in the aggregate) the financial position of the Company as at the dates thereof and the results of their operations and cash flows for the periods then ended. (c) The Company does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the audited financial statements of the Company. The Company has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act of 1933since June 30, as amended (the "Securities Act") 1999 (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the Securities Act of 1933, as amended (a) the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Sections 12 or 15 of the Exchange Act. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates and thereof or for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect)presented therein.

SEC Reports and Financial Statements. The Company Premier has filed with the SEC, and has heretofore made available to Parent true and complete copies of, Ophthalmic all forms, reports, schedules, statements reports and other documents ("Premier SEC Reports") required to be filed by it under with the Exchange Act or the Securities Act SEC since April 1, 1994. None of 1933, as amended (the "Securities Act") such Premier SEC Reports (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (afiling dates) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied except any statement or omission therein which as been corrected or otherwise disclosed or updated in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the a subsequent Premier SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SECReport). The audited and unaudited consolidated financial statements of the Company (the "1995 Financial Statements") Premier included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly any Premier SEC Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 or Form 10-Q") K have been prepared from, and are in accordance withwith generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements, including the books and records related notes or, in the case of unaudited statements, as permitted by Form 10-Q of the Company and its consolidated subsidiariesSEC rules), comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and fairly present in all material respects the consolidated financial position of Premier as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and position for the periods covered thereby (then ended, subject, in the case of the unaudited financial statements statements, to year end audit adjustments, and except for the absence of certain footnote information in the September 1996 unaudited statements. Premier does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at December 31, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-QQ for the quarter ended December 31, to normal year-end audit adjustments which 1997) included in the Premier SEC Reports, or (ii) incurred in the ordinary course of business consistent with past practice since such date, in each case of clauses (i) and (ii) which, individually or in the aggregate, would not be material in amount or effect)have a Material Adverse Effect on Premier.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC under the Securities Act or the Exchange Act since January 1, 2000 (as they have been amended or superseded by subsequent filings under the Securities Act or Exchange Act since the time of their filing, and including any documents filed as exhibits thereto and all financial statements or schedules included or incorporated by reference therein, collectively, the "SEC Reports") and substantially complete and correct copies of all of the SEC Reports are available to Purchaser on XXXXX. The SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (), as such documents have been amended since applicable, and the time rules and regulations of their filing, collectively, the "Company SEC Documents")promulgated thereunder. As of their respective dates dates, as of the date they were filed or, if amendedamended or superseded by subsequent filings under the Securities Act or Exchange Act, as of the date of such amendment or superseding filing, none of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Except as reflected, reserved against or otherwise disclosed in all the consolidated balance sheet of the Company contained in the Company's Form 10-QSB for the fiscal quarter ended September 30, 2002, the Company does not have any material respects liabilities, indebtedness or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities that have been (i) disclosed in the SEC Reports prior to the date hereof or in Section 4.5(b) of the Company Disclosure Schedule, or (ii) incurred in the ordinary course of business consistent with past practice since September 30, 2002 which, in the case of clause (ii), would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) The Company has heretofore furnished to Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the applicable requirements of SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent CompuCom true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since March 31, 1995, under the Exchange Act or the Securities 33 Act of 1933(such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities 33 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 5.7) (a copy of which has been made available to CompuCom prior to the date hereof), the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein are necessary in order to make the statements therein, in light of the Subsidiaries is required to file any formscircumstances under which they were made, reports or other documents with not misleading (it being understood that the SECforegoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Qunaudited statements, to normal year-end normal, recurring audit adjustments which would not be material in amount or effect)adjustments) the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended.