Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed all reports required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as of the date of the last such amendment, (a) did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it AIMCO with the SEC pursuant since August 14, 1995 and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filing, collectivelyhereof, the "AIMCO SEC DocumentsREPORTS"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the AIMCO SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained or contains any untrue statement of a material fact or omitted 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, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. AIMCO has made available to the Sellers true, accurate and (b) complied complete copies of all of the AIMCO SEC Reports. The consolidated financial statements of AIMCO and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments) the consolidated financial position of AIMCO 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, neither AIMCO 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 AIMCO 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 AIMCO SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, have a Material Adverse Effect on AIMCO. Since August 14, 1995, AIMCO has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of AIMCO has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of AIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. The Since January 1, 1995, the Company has filed all forms, reports and documents ("SEC Reports") with the SEC required to be filed by it with the SEC pursuant to the Exchange Act federal securities laws and the Securities Act SEC rules and regulations thereunder. Copies of 1933, as amended (the "Securities Act"), since January 1, 1999 (as all such documents SEC Reports have been amended since made available to ICS by the date Company or are publicly available on XXXXX. None of their filing, collectively, the "such SEC Documents"). The SEC Documents, Reports (as of their respective filing dates, or if amended, as of the date of the last such amendment, (a) did not contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading except as subsequently disclosed. The audited and (b) complied in all material respects with the applicable requirements unaudited consolidated financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of Company included in the SEC thereunder. Each of the consolidated balance sheets Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes) included in the SEC Documents presents in all material respects and fairly present the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of their operations and cash flows of the Company and its consolidated subsidiaries changes in financial position for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involvedthen ended, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. Except as set forth in the SEC Reports and except as disclosed in Section 3.5 of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Reports, neither the Company nor any of its Subsidiaries had, and since such date neither the Company nor any of such Subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would be required to be disclosed in a balance sheet of the Company prepared in accordance with generally accepted accounted principles except liabilities incurred in the ordinary and usual course of business and consistent with past practice, liabilities incurred in connection with the transactions contemplated by this Agreement, and liabilities that would not reasonably be expected to have a Material Adverse Effect with respect to the Company.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it AIMCO with the SEC pursuant since June 30, 1995, and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filing, collectivelyhereof, the "AIMCO SEC DocumentsREPORTS"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the AIMCO SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained or contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of AIMCO and (b) complied its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments) the consolidated financial position of AIMCO 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, neither AIMCO 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 AIMCO 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 AIMCO SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, have a Material Adverse Effect on AIMCO. Since August 14, 1995, AIMCO has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of AIMCO has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of AIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. (a) The Company has timely filed with the Securities and Exchange Commission (the “SEC”) all reports forms and documents required to be filed by it with since May 10, 2005 under the SEC pursuant to the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities “Exchange Act"”), including (A) its Annual Reports on Form 10-K, (B) its Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of stockholders of the Company (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1May 10, 1999 2005. The documents described in clauses (A)-(D) above, in each case as such documents have been amended since (whether filed prior to, on or after the date of their filingthis Agreement), collectively, are referred to in this Agreement collectively as the "“Company SEC Documents"). The SEC Documents, as .” As of their respective filing datesdates or, or if amendedamended and publicly available prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, the last such amendmentCompany SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ax) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Subsidiaries of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NYSE, any stock exchange or any other comparable Governmental Entity. (b) The December 31, 2007 consolidated balance sheets sheet of the Company (including the “Company Balance Sheet”) and the related consolidated statements of operations, changes in stockholders’ equity and cash flows (including, in each case, the related notes) included , where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the SEC Documents presents under the Exchange Act, fairly present (within the meaning of the Sxxxxxxx-Xxxxx Act), and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and or for the other related respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) included in complies, and the financial statements to be filed by the Company with the SEC Documents present in all material respects after the results date of operations this Agreement will comply, with applicable accounting requirements and cash flows with the published rules and regulations of the Company SEC with respect thereto; and its consolidated subsidiaries for the respective periods or as each of the respective dates set forth therein. Each of the consolidated balance sheets and such statements of operations and cash flows (including the related notes, where applicable) included in has been, and the financial statements to be filed by the Company with the SEC Documents has been after the date of this Agreement will be, prepared in all material respects in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, indicated in the case notes thereto. The books and records of unaudited interim the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. Ernst & Young LLP has not indicated to the Company that it has any material disagreements with the Company’s accounting policies. (c) The Company has not received any notice from the SEC that its accounting policies are subject to review or investigation, except for those comments previously issued by the SEC that have already been resolved. (d) Since May 10, 2005, (A) the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective Stock Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statementsstatements referred to in Section 3.5(b) in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to normal year-end adjustmentsthe effective date of grant.

SEC Reports and Financial Statements. The Company has filed delivered to each Purchaser prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports required to be amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act 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, since January 1, 1999 1996 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor 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. The SEC Documents, as As of their respective filing dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, and (aii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, and in each case, the notes, if any, thereto) included in the Company SEC Reports (bthe "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 published rules and regulations of the SEC thereunder. Each with respect thereto, were prepared in accordance with GAAP, except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the consolidated balance sheets SEC, and, as of the respective dates thereof, fairly presented (including the related notes) included subject, in the SEC Documents presents in all material respects case of the unaudited interim financial statements, to year-end audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of their operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsthen ended.

SEC Reports and Financial Statements. The (a) Since January 1, 2014, the Company has timely filed or otherwise furnished (as applicable) with the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents")SEC. The SEC Documents, as As of their respective filing dates, and giving effect to any amendments or if supplements thereto filed prior to the Agreement Date, the Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and, except to the extent that information contained in such Company SEC Report has been revised, amended, as modified or superseded (prior to the Agreement Date) by a later filed Company SEC Report, none of the Company SEC Reports when filed or furnished (or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment, (aamended or superseded filing) did not contain contained any untrue statement of a material fact or 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. None of the Company Subsidiaries is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The 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) of the Company and the Company Subsidiaries contained in the Company SEC Reports (collectively, the “Company Financial Statements”) (i) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, (ii) have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and (iii) present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). (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 1, 2014, 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 of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) As of the Agreement Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the Company, (i) none of the Company SEC Reports is the subject of ongoing SEC review and (ii) there are no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary.

SEC Reports and Financial Statements. The Company delivered or has filed made available to Parent prior to the execution of this Agreement a true, correct and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports required to be amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC pursuant to the Exchange Act and the Securities Act of 1933since December 31, as amended (the "Securities Act"), since January 1, 1999 1998 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor supplemented, the "Company SEC DocumentsReports"), which are all the documents that the Company and its Subsidiaries were required to file with the SEC since such date. The SEC Documents, as As of their respective filing dates, the Company SEC Reports and any Company SEC Reports filed prior to the Effective Time (i) complied as to form in all material respects with the requirements of the Securities Act or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, and (aii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, and in each case, the notes, if any, thereto) included in the Company SEC Reports filed prior to the Effective Time (bthe "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 published rules and regulations of the SEC thereunder. Each with respect thereto, were in accordance with the books and records of the consolidated balance sheets Company and its Subsidiaries, were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (including the related notes) included except as may be indicated therein or in the SEC Documents presents notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not individually or in the aggregate, material)) the consolidated assets, liabilities and financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of their operations and cash flows of the Company and its consolidated subsidiaries changes in financial position for the respective periods or as then ended. Each Subsidiary of the respective dates set forth therein. Each Company is treated as a consolidated Subsidiary of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included Company in the SEC Documents has been prepared in Company Financial Statements for all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentscovered thereby.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all reports forms, reports, schedules, statements, certificates and other documents required to be filed or furnished by it with the SEC pursuant to since January 1, 2005, under the Exchange Act and or the Securities Act of 1933, as amended (the "“Securities Act"), since January 1, 1999 ”) (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The SEC DocumentsAs of its respective date, as of their respective filing datesand, or if amended, as of the date of the last such amendment, (a) each Company SEC Document, including any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated in such Company SEC Document or necessary in order to make the statements in such Company SEC Document, in light of the circumstances under which they were made, not misleading and, except to the extent that information contained in such Company SEC Document has been revised or superseded by a later filed or furnished, as applicable, Company SEC Document, as of the date of this Agreement, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and (b) the Company SEC Documents complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSxxxxxxx-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, or at any time since January 1, 2005, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents presents (the “Financial Statements”) (w) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, and the other related statements (including the related notesx) included in the SEC Documents present complies in all material respects with the results of operations applicable accounting requirements and cash flows with the published rules and regulations of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows SEC with respect to such requirements, (including the related notesy) included in the SEC Documents has been prepared in all material respects in accordance with the United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure), and (z) fairly presents, 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 of the date and for the periods referred to in the Financial Statements. Table of Contents (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) As of the date of this Agreement, since December 31, 2005 neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s internal controls over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Table of Contents

SEC Reports and Financial Statements. (a) The Company has timely filed all reports required to be filed by it with the SEC pursuant all Company SEC Documents, all of which are publicly available by XXXXX. Except to the Exchange Act and extent amended or superseded by a subsequent filing with the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since SEC made prior to the date of their filing, collectively, the "SEC Documents"). The SEC Documentshereof, as of their respective filing datesdates (and if so amended or superseded, or if amended, as of then on the date of such filing prior to the last such amendmentdate hereof), the Company SEC Documents (aincluding any financial statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omitted omit, or in the case of Subsequent Filings will not 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 misleadingmisleading and (ii) complied, and (b) complied in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary in writing relating to Parent, Merger Subsidiary or any affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the financial statements contained or to be contained in the Company SEC Documents (including, in each case, any related notes and schedules) has (i) been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC thereunder. Each with respect thereto, (ii) been prepared in accordance with GAAP (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly presents the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries at the dates and for the respective periods or as of covered thereby except that the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, statements were or are subject to normal and recurring year-end adjustmentsadjustments which were not or are not expected to be material in amount.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it NHP with the SEC pursuant since August 14, 1995 and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filing, collectivelyhereof, the "NHP SEC DocumentsREPORTS"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the NHP SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained or contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. NHP has made available to AIMCO true, accurate and (b) complied complete copies of all of the NHP SEC Reports. The consolidated financial statements of NHP and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit 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. 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, (iii) would not, individually or in the aggregate, have a Material Adverse Effect on NHP, or (iv) were incurred by the Mortgage Subsidiary or one of its wholly owned subsidiaries and with respect to which neither NHP nor any of its other subsidiaries will have any liability or obligation as of the Effective Time. Since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be 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 each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. 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 Except as set forth on Schedule 3.5, the Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 1994 under the Exchange Act (as such documents have been amended since the date time of their filing, collectively, the "Company SEC Documents"). The SEC Documents, as As of their respective filing datesdates and, or if amended, as of the date of the last such amendment, (a) the Company SEC Documents, including, without limitation, any financial statements or schedules included therein; did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company (the "1998 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (including the related notes thereto) (the "1998 Form 10-K") and in the quarterly report on Form 10-Q for the first fiscal quarter occurring since the 1998 Form 10-K, have been prepared from, and (b) complied 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 applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsadjustments and to the absence of complete notes) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates thereof or for the periods presented therein. Except as disclosed in the Company SEC Documents or on Schedule 3.5, the books and records of the Company and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements (subject to normal year-end audit adjustments and the absence of notes).

SEC Reports and Financial Statements. The (a) Since March 1, 2010, the Company has timely filed or otherwise transmitted all reports Company SEC Documents, each of which as finally amended prior to the date hereof has complied in all material respects with, and all documents required to be filed by it the Company with the SEC pursuant after the date hereof and prior to the Effective Time will comply in all material respects with, the applicable requirements of the Exchange Act Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, and the Securities Act of 1933rules and regulations promulgated thereunder, each as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since in effect on the date of their filingso filed. Xxxxx Xxxxx 0, collectively0000, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as xxxx of the Company SEC Documents or other communications with the SEC contained, when filed as finally amended prior to the date of the last such amendmenthereof, (a) did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries is subject to the reporting requirements of Sections 13(a) or 15(d) under the Exchange Act or otherwise required to file or furnish any forms, and reports or other documents with the SEC or similar foreign regulators. There are no outstanding or unresolved comments in comment letters from the SEC or the DOJ or their respective staff with respect to any of the Company SEC Documents or other matters. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC or DOJ review or outstanding SEC or DOJ investigation. (b) Since March 1, 2010, the Company has complied in all material respects with the applicable requirements of the Exchange Act listing and the Securities Act, as the case may be, and the applicable corporate governance rules and regulations of the SEC thereunder. Nasdaq Stock Market. (c) Each of the consolidated balance sheets financial statements (including the related notesany notes and schedules thereto) included or incorporated by reference in the Company SEC Documents presents Documents, as finally amended by the Company through its filings with the SEC prior to the date hereof, and the Most Recent Balance Sheet (collectively, the “Financial Statements”): (i) has been prepared from, and is in all material respects in accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, which books and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has records have been prepared maintained in all material respects in accordance with United States generally accepted reasonable business practices and all applicable legal requirements; (ii) complies in all material respects with the applicable accounting principles requirements and with the published rules and regulations of the SEC with respect to such requirements; ("GAAP"iii) has been prepared in accordance with GAAP applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure as permitted by GAAP); and (iv) fairly presents 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 Subsidiaries as of the date and for the periods referred to in the Financial Statements. Neither the Company nor any Subsidiary has any unresolved material dispute with Xxxx Xxxxx LLP (A) on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure or (B) in connection with any matter related to the audit of the Company’s consolidated financial statements for the fiscal year ended February 29, 2012, or the review or audit of any reporting period thereafter. (d) Neither the Company nor any of its Subsidiaries has any outstanding indebtedness for borrowed money, including pursuant to any agreements filed with Company SEC Documents, except to the extent disclosed in Section 3.5(d)

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all reports forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it with the SEC pursuant to under the Exchange Act from and the Securities Act of 1933, as amended (the "Securities Act"), since after January 1, 1999 2002 (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 date of their filing, collectively, the "“Parent SEC Documents"”). The Parent SEC Documents, as of their respective filing dates, or if amended, as of at the date of the last such amendmenttime filed, (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 thereunderthereunder (and to the extent applicable, the Public Company Accounting Oversight Board). Each Except to the extent revised or superseded by a subsequently filed Parent SEC Document, the Parent SEC Documents 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 consolidated balance sheets (including circumstances under which they were made, not misleading. The financial statements of the related notes) Parent included in the Parent SEC Documents presents Documents, heretofore delivered to the Company, as of the dates thereof comply as to form in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto 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 (subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Parent and its consolidated Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Parent Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC.

SEC Reports and Financial Statements. The (a) Since January 1, 2019, the Company has timely filed with or furnished to the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by it the Company with the SEC pursuant or to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents")SEC. The SEC Documents, as As of their respective filing dates, and giving effect to any amendments or if amended, as of supplements thereto filed prior to the date of this Agreement, the last Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act, or the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such amendmentCompany SEC Reports, (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or 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. None of the Company Subsidiaries is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The consolidated balance sheets and the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company contained in the Company SEC Reports comply in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and present fairly, in all material respects respects, the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). As of the date of this Agreement, the Company does not intend to correct in any material respect or restate, and to the Knowledge of the Company there is not any basis to restate, any of the audited financial statements or unaudited interim financial statements (including, in each case, the notes, if any, thereto) of the Company filed in or furnished with the Company SEC Reports. (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 1, 2019, 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 reasonably 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 and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 internal controls. To the Knowledge of the Company, any material change in internal control over financial reporting required to be disclosed in any Company SEC Report has been so disclosed. The Company has made available to Parent and Purchaser (or outside counsel) prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2019 through the date hereof. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. The Company is not party to, nor has it entered into any Contract 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, 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), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s audited financial statements or other Company SEC Reports. (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 nonfinancial) 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 the NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. (g) Except as reflected in the Company Financial Statements or for liabilities incurred since December 31, 2020 in the ordinary course of business or as specifically contemplated by or disclosed in this Agreement (including the Company Disclosure Letter), 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.

SEC Reports and Financial Statements. The (a) Except as set forth in Section 2.5(a) of the Company Disclosure Schedules, since October 31, 2012, the Company has timely filed or furnished (including within the extension periods permitted under Rule 12b-25 promulgated under the Exchange Act) with the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents")SEC. The SEC Documents, as As of their respective filing dates, and giving effect to any amendments or if amended, as of supplements thereto filed prior to the date of this Agreement, the last Company SEC Reports filed on or prior to the date hereof have complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects as to form with the requirements of the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such amendmentCompany SEC Reports, (a) did not contain and none of the Company SEC Reports filed on or prior to the date hereof contained, and none of the Company SEC Reports filed subsequent to the date hereof will contain, any untrue statement of a material fact or 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. None of the Company Subsidiaries is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The 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 contained in the Company SEC Reports comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). Except as reflected in the Company Financial Statements or for liabilities incurred since January 31, 2016 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. (d) The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and a system of internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15(f) under the Exchange Act) is reasonably 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 and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. Except as disclosed in Company SEC Reports, as of January 31, 2016, (i) no material weakness or significant deficiency was identified in management’s assessment of internal controls and (ii) no fraud, to the Knowledge of the Company, whether or not material, was identified involving management or other employees who have a significant role in internal controls (nor has any such weakness, deficiency or fraud been identified between that date and the date of this Agreement). (e) 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. (f) There are no unconsolidated Company Subsidiaries or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K of the SEC that have not been described in the Company SEC Reports. (g) The Company has previously made available to Parent true and complete copies of all comment letters received from the SEC and its responses thereto, to the extent that such letters and responses have not been published on the SEC’s XXXXX site. As of the date hereof, there are no outstanding or unresolved comments in letters received from the SEC (or the staff of the SEC) with respect to the Company SEC Reports.

SEC Reports and Financial Statements. (a) The Company has filed all reports forms, reports, statements, schedules and other documents (the “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, except, solely with respect to SEC Reports required to be filed prior to January 1, 2003, where the failure to make any such filing would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered or made available to Merger Sub copies of all such SEC Reports. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC pursuant after the date hereof and prior to the Effective Time (the “Future SEC Reports”), (i) were and will be prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Securities Act published rules and regulations of 1933the SEC thereunder, each as amended applicable to such SEC Reports and such later filed Future SEC Reports and (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, ii) did not and will not as of the date of the last such amendment, (a) did not time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were and will be made, not misleading, and except, solely with respect to SEC Reports required to be filed prior to January 1, 2003, for any failure which would not, individually or in the aggregate, have a Company Material Adverse Effect. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) complied Each of the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the SEC Reports or any Future SEC Report has been, and in the case of any Future SEC Report will be, prepared in all material respects in accordance with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of (including Regulation S-X) and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the consolidated balance sheets periods indicated (except as otherwise stated in such financial statements, including the related notes) included in the SEC Documents presents and each fairly presents, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereofposition, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods or as of the respective dates set forth indicated therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and set forth in the notes thereto (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments, none of which is material, individually or in the aggregate, to the Company and its subsidiaries, taken as a whole). (c) The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Company Board (A) all significant deficiencies in the design or operation of the Company’s 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 have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any such disclosure made by management to the Company’s auditors and audit committee is set forth in Section 3.07(c) of the Company Disclosure Schedule. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities or obligations: (i) as and to the extent set forth on the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2006 (the “Balance Sheet Date”) (including the notes thereto) included in the SEC Reports); (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; (iii) for performance under contracts in accordance with their respective terms and conditions; and (iv) under this Agreement. (e) None of the Company or 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, except as set forth in the SEC Reports, since January 1, 2003, there have been no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K promulgated by the SEC that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect; (f) 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 to the SEC Reports pursuant to either 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 previously has filed made available to Parent (for this purpose, filings that are publicly available on the SEC’s XXXXX system are deemed to have been made available) each registration statement, report, proxy statement or information statement, including all reports required to be amendments and supplements (each a “Company SEC Report”) filed by it with the SEC Company since January 1, 2005 pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "“Securities Act")”) or the Exchange Act. Since December 31, since January 1, 1999 (as such documents have been amended since the date of their filing, collectively2005, the "Company has filed with the SEC Documents"all Company SEC Reports required to be so filed under the Exchange Act, and each such Company SEC Report complied in all material respects, when filed, with all applicable requirements of the Exchange Act (including the applicable rules and regulations thereunder). The SEC Documents, as As of their respective filing dates, or if amended, as of the date of the last such amendment, (a) Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required, and under the Exchange Act or by contract, to make periodic filings with the SEC. (b) complied in all material respects with the applicable requirements The audited and unaudited financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) Company included in the Company SEC Documents presents in all material respects Reports (the financial position of the “Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notesFinancial Statements”) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been were prepared in all material respects in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a basis consistent basis during with prior periods (except as may be indicated therein or in the notes thereto, or as may be permitted by the rules and regulations applicable to quarterly reports on Form 10-Q) and fairly present in all material respects the financial position and results of operations of the Company and its consolidated Company Subsidiaries at the dates and for the periods involved, except as otherwise noted therein and indicated (subject, in the case of unaudited interim financial statementsCompany Financial Statements, to normal year-end adjustmentsadjustments and the absence of certain footnote disclosures). The principal executive officer of the Company and the principal financial officer of the Company have made the certifications required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated by the SEC thereunder with respect to each Company SEC Report subject to that requirement. (c) The Company maintains disclosure controls and procedures in accordance with Rule 13a-15 under the Exchange Act. Those controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. Since January 1, 2004, the Company has not received notice from the SEC that any of its accounting policies or practices are the subject of any review, investigation or challenge except for comments furnished by the staff of the SEC in respect of Company SEC Reports that have been addressed or withdrawn. (d) As of the date of this Agreement, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, neither the Company nor any of Company Subsidiary is a party to or bound by any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC).

SEC Reports and Financial Statements. The (a) Since January 1, 2007, the Company has filed with the SEC all reports 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 the Company with the SEC pursuant SEC. As of their respective dates, and giving effect to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since any amendments or supplements thereto filed prior to the date of their filing, collectivelythis Agreement, the "Company SEC Documents"). The SEC Documents, Reports complied in all material respects as of their respective filing dates, or if amended, as to form with the requirements of the date Securities Act, the Exchange Act, and the respective rules and regulations of the last SEC promulgated thereunder applicable to such amendmentCompany SEC Reports, (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or 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. No Company Subsidiary is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The 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 contained in the Company SEC Reports comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth or for the periods presented therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in , all material respects in accordance with United States generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments). Except as reflected in the Company Financial Statements, neither the Company nor any Company Subsidiary 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, other than any liabilities incurred in the ordinary course of business since March 31, 2010 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (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 1, 2007, 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC. (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 reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency, material weakness or fraud, whether or not material, that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2009 (nor has any such deficiency, weakness or fraud 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) Since December 31, 2007, (i) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or Representative (as defined in Section 6.8(a)) of the Company or any Company Subsidiary 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 Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (g) 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. (a) The Company has filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all reports forms, reports, schedules, statements, certificates and other documents required to be filed or furnished by it with the SEC pursuant to since January 1, 2005, under the Exchange Act and or the Securities Act of 1933, as amended (the "“Securities Act"), since January 1, 1999 ”) (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The SEC DocumentsAs of its respective date, as of their respective filing datesand, or if amended, as of the date of the last such amendment, (a) each Company SEC Document, including any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated in such Company SEC Document or necessary in order to make the statements in such Company SEC Document, in light of the circumstances under which they were made, not misleading and, except to the extent that information contained in such Company SEC Document has been revised or superseded by a later filed or furnished, as applicable, Company SEC Document, as of the date of this Agreement, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and (b) the Company SEC Documents 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, or at any time since January 1, 2005, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets (including the related notes) financial statements included in the Company SEC Documents presents (the “Financial Statements”) (w) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, and the other related statements (including the related notesx) included in the SEC Documents present complies in all material respects with the results of operations applicable accounting requirements and cash flows with the published rules and regulations of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows SEC with respect to such requirements, (including the related notesy) included in the SEC Documents has been prepared in all material respects in accordance with the United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure), and (z) fairly presents, 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 of the date and for the periods referred to in the Financial Statements. (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) As of the date of this Agreement, since December 31, 2005 neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s internal controls over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all reports forms, reports, schedules, statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC pursuant to since January 1, 2005, under the Exchange Act and or the Securities Act of 1933, as amended (the "“Securities Act"), since January 1, 1999 ”) (as such documents have been amended prior to the date hereof since the date time of their filing, collectively, the "“Company SEC Documents"”). The SEC Documents, as As of their respective filing datesdates or, or if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents, including any financial statements or schedules included therein (aA) did not not, and each Company SEC Document filed after the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in the Company SEC Documents or necessary in order to make the statements thereinin the Company SEC Documents, in light of the circumstances under which they were made, not misleadingmisleading and (B) complied, and (b) complied each Company SEC Document filed after the date hereof 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 thereunderunder the Exchange Act or the Securities Act, as the case may be. None of the Company’s Subsidiaries are required to file any forms, reports, schedules, statements, prospectuses, registration statements or other documents with the SEC. Each of the consolidated balance sheets (including the related notes) financial statements included or incorporated by reference in the Company SEC Documents presents (the “Financial Statements”) (w) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, and the other related statements (including the related notesx) included in the SEC Documents present complies in all material respects with applicable accounting requirements and with the results of operations published rules and cash flows regulations of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows SEC with respect to such requirements, (including the related notesy) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("“GAAP") ”), in all material respects, applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure) and (z) fairly presents in accordance with GAAP, 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 of the date and for the periods referred to in the Financial Statements. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated 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. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (c) Since January 1, 2005, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls” ). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (d) There are no outstanding loans or other extensions of credit 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. The Company has not, since the enactment of the Sxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (e) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the New York Stock Exchange, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (f) Except as disclosed in the Company SEC Documents, since December 31, 2004, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act. Section 3.5(f) of the Company Disclosure Letter describes, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries since December 31, 2003.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule and registration statement filed by it News Corp. with the SEC pursuant since December 31, 1994 and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filing, collectivelyhereof, the "News Corp. SEC DocumentsReports"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the News Corp. SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of News Corp. and the News Corp. Subsidiaries included in such reports have been prepared in accordance with Australian generally accepted accounting principles applied on a consistent basis throughout the periods involved (bexcept as may be indicated in the notes thereto) complied and give a true and fair view (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) of the consolidated financial position of News Corp. and the News Corp. Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, and such financial statements and the reconciliations to United States generally accepted accounting principles comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunderwith respect thereto. Each Since December 31, 1996, neither News Corp. nor any of the consolidated News Corp. 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 unaudited balance sheets sheet of News Corp. and the News Corp. Subsidiaries as at December 31, 1996 (including the related notesnotes thereto), or (b) included which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the News Corp. SEC Documents presents Reports filed after December 31, 1996 or (iii) would not, individually or in all material respects the financial position aggregate, have a News Corp. Material Adverse Effect. Since December 31, 1996 there has been no change in any of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements significant accounting (including the related notestax accounting) included in the SEC Documents present in all material respects the results policies, practices or procedures of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments.News Corp.

SEC Reports and Financial Statements. The (a) Since July 1, 2009, the Company has filed with the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, including all exhibits thereto, the "“Company SEC Documents"Reports”). The SEC Documents, as As of their respective filing dates, and giving effect to any amendments or if amended, as of supplements thereto filed prior to the date of the last such amendmentthis Agreement, (ai) did not contain each of the Company SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, each as in effect on the date such Company SEC Report was filed, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (ii) none of the Company SEC Reports contained any untrue statement of a material fact or 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. No Company Subsidiary is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) complied The 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 contained in the Company SEC Reports complied, as of their respective filing dates, as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, were prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth or for the periods presented therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in , all material respects in accordance with United States generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsadjustments and other adjustments discussed therein). Except as reflected in the Company Financial Statements, neither the Company nor any Company Subsidiary 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, other than (i) liabilities arising under this Agreement or incurred in connection with the Transactions, (ii) liabilities arising under executory Contracts, to which the Company or any Company Subsidiary is a party or otherwise bound and (iii) any liabilities incurred in the ordinary course of business since June 30, 2011 that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (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 July 1, 2009, 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, as applicable) 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. (d) The Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is designed in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (ii) regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. No (x) significant deficiency, (y) material weakness or (z) (whether or not material) fraud, in each case, that involves management or other employees was identified in the Company’s management’s assessment of internal controls as of June 30, 2011 (nor, to the knowledge of the Company, has any significant deficiency, material weakness or (whether or not material) fraud, been identified by the Company’s management between June 30, 2011 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 designed to ensure that (i) 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 frames specified in the SEC’s rules and forms and (ii) and that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions regarding disclosure. (f) Since June 30, 2009, (i) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary has received any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq.

SEC Reports and Financial Statements. The Company delivered or has filed made available to Parent prior to the execution of this Agreement a true, correct and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports required to be amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC pursuant to the Exchange Act and the Securities Act of 1933since December 31, as amended (the "Securities Act"), since January 1, 1999 1998 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor supplemented, the "Company SEC DocumentsReports"), which are all the documents that the Company and its Subsidiaries were required to file with the SEC since such date. The SEC Documents, as As of their respective filing dates, the Company SEC Reports and any Company SEC Reports filed prior to the Effective Time (i) complied as to form in all material respects with the requirements of the Securities Act or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, and (aii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, and in each case, the notes, if any, thereto) included in the Company SEC Reports filed prior to the Effective Time (bthe "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 published rules and regulations of the SEC thereunder. Each with respect thereto, were in accordance with the books and records of the consolidated balance sheets Company and its Subsidiaries, were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during 10 15 the periods involved (including the related notes) included except as may be indicated therein or in the SEC Documents presents notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not individually or in the aggregate, material)) the consolidated assets, liabilities and financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of their operations and cash flows of the Company and its consolidated subsidiaries changes in financial position for the respective periods or then ended. Except as set forth in Section 3.05 of the respective dates set forth therein. Each Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated balance sheets and statements Subsidiary of operations and cash flows (including the related notes) included Company in the SEC Documents has been prepared in Company Financial Statements for all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentscovered thereby.

SEC Reports and Financial Statements. The (a) Since January 1, 2003, the Company has filed with the SEC all reports 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 the Company with the SEC pursuant SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the Exchange Act and 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")”) and the Exchange Act, since January 1, 1999 (as such documents have been amended since and the date of their filing, collectively, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as rules and regulations of the date SEC promulgated thereunder applicable to the Company SEC Reports, and none of the last such amendment, (a) did not contain Company SEC Reports contained any untrue statement of a material fact or 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. As of the date hereof, except for any reports on Form 8 K required to be filed with respect to this Agreement, the Merger and the transactions contemplated hereby, no event has occurred with respect to the Company or any of Company Subsidiaries which the Company is, or after the passage of time, will be, required to report by the filing with the SEC of a current report on Form 8-K which has not been so reported by the Company by the filing of a current report on Form 8-K on or prior to the date hereof. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income (loss) and 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 contained in the Company SEC Reports have been prepared from the books and records of the Company and the Company Subsidiaries, comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in 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 otherwise noted therein) and present fairly the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments 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), required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, other than any liabilities incurred since December 31, 2005 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Other than any matters that do not to the Company’s knowledge remain the subject of any open or outstanding inquiry, (i) 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 regarding or pertaining to Company’s accounting policies or practices. Since January 1, 2003, to the knowledge of the Company, no current officer or director of the Company has received, or is entitled to receive, any material compensation from any entity other than the Company or a Company Subsidiary that has engaged in or is engaging in any material transaction with Company or any Company Subsidiary. (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 (without qualifications or exceptions to the matters certified) required by the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct. Other than any matters that do not to the Company’s knowledge remain the subject of any open or outstanding inquiry, 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 and the Company Subsidiaries required to be disclosed in the Company’s reports required to be filed with the SEC pursuant to the Exchange Act, 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 Company’s periodic reports required under the Exchange Act. (f) The Company is in compliance in all material respects with (i) all current listing and corporate governance requirements of the NYSE and (ii) all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Reports and Financial Statements. The (a) Since January 1, 2014, the Company has filed or furnished with the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "SEC Documents")SEC. The SEC Documents, as As of their respective filing dates, and giving effect to any amendments or if amended, as of supplements thereto filed prior to the date of this Agreement, the last Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such amendmentCompany SEC Reports, and, except to the extent that information contained in such Company SEC Report has been revised, amended, modified or superseded (aprior to the date of this Agreement) did not contain by a later filed Company SEC Report, none of the Company SEC Reports when filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing) contained any untrue statement of a material fact or 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. None of the Company Subsidiaries is required to file any forms, and reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The 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) of the Company contained or to be contained in the Company SEC Reports (collectively, the “Company Financial Statements”) (i) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, (ii) have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets SEC) applied on a consistent basis during the periods involved (including except as otherwise noted therein or to the related notesextent required by GAAP) included in the SEC Documents presents and (iii) present fairly or will present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). Except as (A) reflected in the consolidated balance sheet of the Company as of June 30, 2016 or disclosed in the notes thereto, (B) incurred in the ordinary course of business since June 30, 2016, (C) incurred in connection with this Agreement or the Transactions, or (D) included in any Contract of the Company or the Company Subsidiaries, to the extent readily ascertainable from the face of the terms and conditions of such Contracts and not arising from a breach thereof, 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 any liabilities incurred since June 30, 2016 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (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 1, 2014, 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and, at the time of filing or submission of each such certification, any such certification complied, as to form in all material respects, with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) The Company has established and maintains a system of internal accounting controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act) that are (x) reasonably designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act 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 (y) to the knowledge of the Company, 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. (e) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it the Company with the SEC pursuant since December 31, 1994 and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filinghereof, collectively, the "Company SEC DocumentsReports"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the Company SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of the Company and (b) complied the Company Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments) 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. Except as set forth in Section 3.5 of the Company Disclosure Letter, since June 30, 1996, neither the Company nor any of the Company 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 unaudited balance sheet of the Company and the Company Subsidiaries as at June 30, 1996 (including the notes thereto), (b) which (i) were incurred in the ordinary course of business after June 30, 1996 and consistent with past practices, (ii) are disclosed in the Company SEC Reports filed after June 30, 1996 or (iii) would not, individually or in the aggregate, have a Company Material Adverse Effect, or (c) which were incurred as a result of actions taken or refrained from being taken (i) in furtherance of the transactions contemplated by this Agreement or (ii) at the request of News Corp. or Fox. Since June 30, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any Company Material Subsidiary.

SEC Reports and Financial Statements. The Company (a) Activision has filed filed, or furnished, as applicable, with the SEC all reports forms, reports, schedules, statements and other documents required to be filed by it since March 31, 2005 (together with the SEC pursuant to the Exchange Act all amendments, exhibits and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectivelyschedules thereto and all information incorporated therein by reference, the "“Activision SEC Documents"”). The Activision SEC Documents, as of their respective filing datesdates or, or if amended, as of the date of the last such amendment, (ai) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 promulgated thereunder. No Subsidiary of Activision is required to make any filings with the SEC. (b) Each of the consolidated balance sheets (including the related notes) financial statements of Activision included or incorporated by reference in the Activision SEC Documents presents complied in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been were prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved, indicated (except as otherwise noted therein and subjectmay be indicated in the notes thereto 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 presents, in all material respects, the consolidated financial position of Activision and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then 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. Except as set forth in Section 4.7(b) of the Activision Disclosure Schedule, since March 31, 2005, there has been no material change in Activision’s accounting methods or principles that would be required to be disclosed in Activision’s financial statements in accordance with GAAP, except as described in the notes to such Activision financial statements. (c) Each of the principal executive officer of Activision and the principal financial officer of Activision (or each former principal executive officer of Activision and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Activision 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 Activision 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) Activision 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) Activision’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 Activision 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 Activision’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 Activision required under the Exchange Act with respect to such reports. (f) There are no amendments or modifications that are or will be required to be filed with the SEC, but have not yet been filed with the SEC, to (i) agreements, documents or other instruments which previously have been filed by Activision with the SEC pursuant to the Exchange Act and (ii) the Activision SEC Documents themselves. Activision has timely responded to all comment letters of the Staff of the SEC relating to the Activision SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. Activision has heretofore made available to Vivendi true, correct and complete copies of all correspondence with the SEC occurring since March 31, 2005. To the Knowledge of Activision, none of the Activision SEC Documents is the subject of ongoing SEC review.

SEC Reports and Financial Statements. The Company has filed all reports required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 1994 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The Company SEC Documents, as of their respective filing dates, or if amended, as of the date of the last such amendment, (a) did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . The Company has delivered to Parent or the Purchaser the audited consolidated balance sheet (bincluding the related notes) complied in all material respects with the applicable requirements of the Exchange Act Company and its Subsidiaries as of December 31, 1996 and the Securities Act, as the case may be, audited consolidated statements of operations and the applicable rules and regulations cash flow of the SEC thereunderCompany and its Subsidiaries for the period ended December 31, 1996 (collectively, the "1996 Financial Statements"). Each of the consolidated balance sheets (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements fairly presents in all material respects the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements fairly present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows flow (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments.

SEC Reports and Financial Statements. The Since January 1, 1995, the Company has filed all forms, reports and documents ("SEC Reports") with the SEC required to be filed by it with the SEC pursuant to the Exchange Act federal securities laws and the Securities Act SEC rules and regulations thereunder. Copies of 1933, as amended (the "Securities Act"), since January 1, 1999 (as all such documents SEC Reports have been amended since made available to FSI by the date Company. None of their filing, collectively, the "such SEC Documents"). The SEC Documents, Reports (as of their respective filing dates, or if amended, as of the date of the last such amendment, (a) did not contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, . The audited and (b) complied in all material respects with the applicable requirements unaudited consolidated financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of Company included in the SEC thereunder. Each of the consolidated balance sheets Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes) included in the SEC Documents presents in all material respects and fairly present the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of their operations and cash flows of the Company and its consolidated subsidiaries changes in financial position for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involvedthen ended, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. Except as set forth in the SEC Reports and except as disclosed in Section 3.05 of the Company Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Reports, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obli- gations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would be required to be disclosed in a balance sheet prepared in accordance with generally accepted accounted principles and would reasonably be expected to have a Material Adverse Effect with respect to the Company except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") all reports forms, reports, schedules, statements and other documents required to be filed by it with since April 8, 2002 under the SEC pursuant to the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities Exchange Act"), since January 1, 1999 ) (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The As of their respective dates, the Company SEC Documents, as of their respective filing datesincluding, without limitation, any financial statements or if amended, as of the date of the last such amendment, schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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. Each of the consolidated balance sheets financial statements (including the including, in each case, any related notesnotes and schedules) included contained in the Company SEC Documents presents has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofCompany Subsidiaries, and the other related statements (including the related notes) included in the SEC Documents present complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ("GAAP") and fairly presents the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Company Subsidiaries at the dates and for the respective periods or covered thereby. (b) Attached as Section 4.5 of the Disclosure Schedule are copies of the unaudited consolidated balance sheet of the Company as of November 29, 2003 and the respective dates set forth therein. Each related unaudited consolidated statements of income, cash flow and changes in stockholders' equity of the Company and its consolidated balance sheets Company Subsidiaries for the three month period then ended (the "Interim Financials"). The Interim Financials (i) were prepared in accordance with the books and statements records of operations the Company and cash flows the Company Subsidiaries, (including the related notesii) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments, the effect of which will not, individually or in the aggregate, result in material adjustments, and the absence of notes that, if presented, would not differ materially from those included in the Most Recent 10-K) and (iii) fairly present the consolidated financial position of the Company as of the date thereof and the consolidated results of the operations of the Company and changes in financial position for the period covered thereby. (c) The asset reserves and accruals set forth on the face of the balance sheet included in the Most Recent 10-K and in the Interim Financials are fairly stated and all material adjustments to the reserves, and the reasons therefore, have been disclosed in such financial statements and the notes thereto.

SEC Reports and Financial Statements. The (a) Since January 1, 2007, the Company has filed with or furnished to the SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports” ) required to be filed or furnished by it the Company with or to 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 SEC pursuant to requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 19332002 (the “Xxxxxxxx-Xxxxx Act”), as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since case may be and the date of their filing, collectively, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as rules and regulations of the date SEC promulgated thereunder applicable to such Company SEC Reports, and none of the last such amendment, (a) did not contain Company SEC Reports contained any untrue statement of a material fact or 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. Each Company SEC Report that is a registration statement, as amended or supplemented from time to time, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not, and each such Company SEC Report filed subsequent to the date of this Agreement and prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, and 2007 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. (b) complied The 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 contained in the Company SEC Reports comply as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets with respect thereto, have been prepared in conformity with United States generally accepted accounting principles (including the related notes“GAAP”) included (except, in the SEC Documents presents case of unaudited statements, as may be noted therein) applied on a consistent basis during the periods involved (except as otherwise noted therein) and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal yearyear end adjustments that will not be material in amount or effect). Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities (i) as and to the extent reflected or reserved against on the balance sheet of the Company and the Company Subsidiaries as of April 2, 2010 (the “Balance Sheet Date”) (including the notes thereto) or any subsequent Company Financial Statement included in the Company SEC Reports, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practices, (iii) that are not, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, or (iv) incurred in connection with the Transactions. The Company has a tangible net worth in excess of $35 million. For purposes of the foregoing, tangible net worth shall mean total assets minus current liabilities. (c) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-end adjustmentsbalance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including, any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the results, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company SEC Reports. (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 January 1, 2007, the principal executive officer and principal financial officer of the Company (or the principal executive officer and the principal financial officer of the Company at the time such report was filed) have made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act, Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in any such certifications are complete and correct. For purposes of this Section 3.5(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (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) promulgated by the SEC under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act 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 and 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 periods specified in SEC rules and forms. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recently completed evaluation, to the Company’s auditors and the audit committee of the Company Board and to Parent, (i) all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. To the Knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. For purposes of this Agreement, the term “material weakness” shall have the meaning assigned to it in the Statement of Auditing Standards 60, as in effect on the date hereof. (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. (g) The Company and each Company Subsidiary is in compliance in all material respects with all requirements to file forms, reports, schedules, financial statements and other documents with Governmental Authorities outside the United States.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it with the SEC pursuant to since March 31, 2015, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The SEC DocumentsAs of its respective date or, as of their respective filing dates, or if amended, as of the date of the last such amendment, each Company SEC Document (ai) did not contain (or, with respect to Company SEC Documents filed after the date hereof, will not contain) any untrue statement of a material fact or omitted 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, misleading and (bii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, and SOX as the case may be, the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, and the listing and corporate governance rules and regulations of NASDAQ. None of the Company’s Subsidiaries is, or at any time since March 31, 2015, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets with respect to such requirements, (including the related notesiii) included has been prepared in the SEC Documents presents accordance with United States generally accepted accounting principles (“GAAP”), in all material respects respects, applied on a consistent basis during the financial position of periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and its consolidated subsidiaries as subject, in the case of unaudited statements, to normal year-end audit adjustments and the respective dates thereofabsence of footnote disclosure), and the other related statements (including the related notesiv) included in the SEC Documents present fairly presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Subsidiaries as of the respective dates set forth therein. and for the periods referred to in the Company Financial Statements. (b) Each of the consolidated balance sheets principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements of operations and cash flows (including the related notes) included contained in the SEC Documents has been prepared 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 accordance with United States generally accepted accounting principles SOX. ("GAAP"c) applied on a consistent basis during The Company has established and maintains, and at all times since March 31, 2015 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the periods involved, except Exchange Act) as otherwise noted therein required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and subject, procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the case reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of unaudited interim the SEC, and that all such material 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 December 31, 2014, the Company’s principal executive officer and its principal financial statementsofficer have disclosed to the Company’s auditors and the audit committee of the Company Board (the material circumstances of which (if any) have been made available to Parent prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (ii) any fraud, to normal year-end adjustmentswhether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2014, neither the Company nor any of its Subsidiaries has received any material, unresolved, complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC all reports forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January December 1, 1999 2016 (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The SEC DocumentsAs of its respective date or, as of their respective filing dates, or if amended, as of the date of the last such amendment, each Company SEC Document (ai) did not contain any untrue statement of a material fact or omitted 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, misleading and (bii) complied as to form in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, as the case may beXxxxxxxx-Xxxxx Act of 2002 (the “SOX”). None of the Company’s Subsidiaries is, or at any time since December 1, 2016, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (A) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets with respect to such requirements, (including the related notesC) included has been prepared in the SEC Documents presents accordance with United States generally accepted accounting principles (“GAAP”), in all material respects respects, applied on a consistent basis during the financial position of periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and its consolidated subsidiaries as subject, in the case of the respective dates thereofunaudited statements, to normal year-end audit adjustments and the other related statements absence of footnote disclosure) and (including the related notesD) included in the SEC Documents present fairly presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Subsidiaries as of the respective dates set forth thereinand for the periods referred to in the Company Financial Statements. (b) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting as required by Rule 13a-15 NAI-1507512591v13 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to 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 SOX. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended November 30, 2018, and such assessment concluded that such controls were effective. The Company maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. Since November 30, 2018 through the date of this Agreement, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involve management or other employees who have a significant role in the Company’s internal control over financial reporting. Each of the consolidated Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheets and statements of operations and cash flows sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the related notesCompany 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) included of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract 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 published financial statements or other Company SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsDocuments.

SEC Reports and Financial Statements. The (a) Since January 1, 2004, the Company and each Company Subsidiary has timely filed with the SEC all reports 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 with the SEC. As of their respective dates, the Company SEC pursuant to Reports complied in all material respects with the Exchange requirements of the Securities Act and the Securities Act Exchange Act, and the respective rules and regulations of 1933the SEC promulgated thereunder applicable to the Company SEC Reports, as amended (and none of the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). The SEC DocumentsReports, as of their respective filing dates, or if amended, as of the date of the last such amendment, (a) did not contain contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company SEC Reports do not (as amended or supplemented) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event has occurred with respect to the Company or any of Company Subsidiaries that requires, and or after the passage of time would require, the filing of a current report on Form 8-K for which such Form 8-K has not otherwise been filed. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income (loss) and 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 contained in the Company SEC Reports have been prepared from the books and records of the Company and the Company Subsidiaries, comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in conformity with 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 otherwise noted therein) and present fairly the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments in the ordinary course of business which are not reasonably expected to have, individually or in the aggregate, a material effect on the consolidated financial position, results of operations and cash flows of the Company and the Company Subsidiaries). 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 any liabilities incurred since September 30, 2007 in the ordinary course of business consistent with past practice. As used in this Agreement, “GAAP” means generally accepted accounting principles in the United States. (c) The Company has not received notice (whether orally or in writing) 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, 2004, the Company’s independent public accounting firm has not informed the Company (whether orally or in writing) (i) that it has any material questions, challenges or disagreements regarding or pertaining to the Company’s accounting policies or practices or (ii) of any “significant deficiency” or “material weakness” in the Company’s internal control over financial reporting, and there is no outstanding “significant deficiency” or “material weakness”. Since January 1, 2004, 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 or is engaging in any material transaction with the Company or any Company Subsidiary. As used in this Section 3.5(c), “significant deficiency” and “material weakness” have the meanings assigned to such terms in release 2004-001 of the Public Company Accounting Oversight Board, as in effect as of the date hereof. (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 (without qualifications or exceptions to the matters certified) required by, and would be able to make such certifications (without qualifications or exceptions to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and the AMEX, 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 maintains a system of “internal controls and procedures” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. (f) 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 SEC 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. (g) The Company is in compliance in all material respects with all current and proposed listing and corporate governance requirements of the AMEX, 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. (a) The Company has filed with or furnished to the SEC, and has made available to Parent, true and complete copies of all reports forms, reports, schedules, statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC pursuant to since January 1, 2005, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 ) (as such documents have been amended prior to the date hereof since the date time of their filing, collectively, the "Company SEC Documents"). The SEC Documents, as As of their respective filing datesdates or, or if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents, including any financial statements or schedules included therein (aA) did not not, and each Company SEC Document filed after the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in the Company SEC Documents or necessary in order to make the statements thereinin the Company SEC Documents, in light of the circumstances under which they were made, not misleadingmisleading and (B) complied, and (b) complied each Company SEC Document filed after the date hereof 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 thereunderunder the Exchange Act or the Securities Act, as the case may be. None of the Company's Subsidiaries are required to file any forms, reports, schedules, statements, prospectuses, registration statements or other documents with the SEC. Each of the consolidated balance sheets (including the related notes) financial statements included or incorporated by reference in the Company SEC Documents presents (the "Financial Statements") (w) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, and the other related statements (including the related notesx) included in the SEC Documents present complies in all material respects with applicable accounting requirements and with the results of operations published rules and cash flows regulations of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows SEC with respect to such requirements, (including the related notesy) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") ), in all material respects, applied on a consistent basis during the periods involved, involved (except as otherwise noted therein may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure) and (z) fairly presents in accordance with GAAP, 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 of the date and for the periods referred to in the Financial Statements. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated 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. Such disclosure controls and procedures are effective in timely alerting the Company's principal executive officer and principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act. (c) Since January 1, 2005, the Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) ("internal controls" ). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company's auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (d) There are no outstanding loans or other extensions of credit 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. The Company has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxy Act. (e) Each of the principal execxxxxx xxxxxxx and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated xx xxx XXX xxx the New York Stock Exchange, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (f) Except as disclosed in the Company SEC Documents, since December 31, 2004, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act. Section 3.5(f) of the Company Disclosure Letter describes, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries since December 31, 2003.

SEC Reports and Financial Statements. The (a) Since January 1, 2003, the Company has filed with the SEC all reports 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 the Company with the SEC pursuant SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the Exchange Act and 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")”) and the Exchange Act, since January 1, 1999 (as such documents have been amended since and the date of their filing, collectively, the "SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as rules and regulations of the date SEC promulgated thereunder applicable to the Company SEC Reports, and none of the last such amendment, (a) did not contain Company SEC Reports contained any untrue statement of a material fact or 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. As of the date hereof, except for any reports on Form 8 K required to be filed with respect to this Agreement, the Merger and the transactions contemplated hereby, no event has occurred with respect to the Company or any of Company Subsidiaries which the Company is, or after the passage of time, will be, required to report by the filing with the SEC of a current report on Form 8-K which has not been so reported by the Company by the filing of a current report on Form 8-K on or prior to the date hereof. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied The consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income (loss) and 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 contained in the Company SEC Reports have been prepared from the books and records of the Company and the Company Subsidiaries, comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each with respect thereto, have been prepared in 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 otherwise noted therein) and present fairly the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Company Subsidiaries as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during or for the periods involved, except as otherwise noted presented therein and (subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments 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), required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, other than any liabilities incurred since December 31, 2005 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Other than any matters that do not to the Company’s knowledge remain the subject of any open or outstanding inquiry, (i) 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 regarding or pertaining to Company’s accounting policies or practices. Since January 1, 2003, to the knowledge of the Company, no current officer or director of the Company has received, or is entitled to receive, any material compensation from any entity other than the Company or a Company Subsidiary that has engaged in or is engaging in any material transaction with Company or any Company Subsidiary. (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 (without qualifications or exceptions to the matters certified) required by the Sxxxxxxx-Xxxxx Act of 2002 (“Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct. Other than any matters that do not to the Company’s knowledge remain the subject of any open or outstanding inquiry, 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 and the Company Subsidiaries required to be disclosed in the Company’s reports required to be filed with the SEC pursuant to the Exchange Act, 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 Company’s periodic reports required under the Exchange Act. (f) The Company is in compliance in all material respects with (i) all current listing and corporate governance requirements of the NYSE and (ii) all rules, regulations and requirements of the Sxxxxxxx-Xxxxx Act and the SEC.

SEC Reports and Financial Statements. (a) The Company has filed filed, or furnished, as applicable, with the SEC all reports forms, reports, schedules, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 2004 (as such documents have been amended since the date of their filing, collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). The Company SEC Documents, as of their respective filing datesdates or, or if amended, as of the date of the last such amendment, (ai) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and Securities Act and the Securities Act, as the case may be, rules and regulations promulgated under such acts and the applicable rules and regulations of the SEC thereunder. Each No Subsidiary of the Company is separately required to make any filings with the SEC. (b) The consolidated balance sheets (including financial statements of the related notes) Company included or incorporated by reference in the Company SEC Documents presents complied in all material respects with applicable accounting requirements and with the financial position published rules and regulations of the Company and its consolidated subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been were prepared in all material respects in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America ("“GAAP"”) applied on a consistent basis during the periods involved, indicated (except as otherwise noted therein and subjectmay be indicated in the notes thereto 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 presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustmentsadjustments which were not material in amount. Since January 1, 2004, 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 required by applicable law and described in the notes to such financial statements.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it AIMCO with the SEC pursuant since June 30, 1995, and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 date hereof (as such documents have been amended since prior to the date of their filing, collectivelyhereof, the "AIMCO SEC DocumentsReports"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the AIMCO SEC Reports, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained or contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of AIMCO and (b) complied its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments.) the consolidated financial position of AIMCO 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, neither AIMCO 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 AIMCO

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC on a timely basis all reports forms, reports, schedules, statements and other documents required to be filed or furnished on or prior to the date hereof by it with the SEC pursuant to since January 1, 2012, under the Exchange Act and or the Securities Act of 1933, as amended (the "“Securities Act"), since January 1, 1999 ”) (as such documents have been amended since the date of their filing, collectively, and in each case including all exhibits and schedules thereto, the "“Company SEC Documents"”). The As of its effective date (in the case of Company SEC Documents, Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing datesdates (in the case of all other Company SEC Documents) or, or if amended, as of the date of the last such amendment, each Company SEC Document (ai) did not contain any untrue statement of a material fact or omitted omit to state a any 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, 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 were prepared in all material respects in accordance with applicable Law, including the requirements of the Exchange Act, the Securities Act, and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since January 1, 2012 that is not set forth in the Company SEC Documents or that has not otherwise been disclosed to Parent and Carve-out Buyer prior to the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated balance sheets financial statements (including the all related notesnotes and schedules, if any) included in the Company SEC Documents presents (the “Company Financial Statements”) (i) has been prepared from, and is in all material respects accordance with, the financial position books and records of the Company and its consolidated subsidiaries as of the respective dates thereofSubsidiaries, and the other related statements (including the related notesii) included in the SEC Documents present complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) 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 notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments as permitted by GAAP, which are not material individually or in the aggregate, and the absence of footnote disclosure), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the dates and for the periods referred to in the Company Financial Statements and the consolidated results of their operations and changes in shareholders’ equity and cash flows of such companies as of the dates and for the respective periods shown. Since January 1, 2012, 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 notes thereto. (c) Except as set forth in Section 3.5(c) of the respective dates set forth therein. Each Company Disclosure Letter, neither the Company nor any of the consolidated Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheets and statements of operations and cash flows sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the related notesCompany 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) included of Regulation S-K of the SEC). (d) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the SEC Documents Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company is, and has for the last three years, been prepared in compliance in all material respects in accordance with United States generally accepted accounting principles the applicable provisions of SOX and the applicable listing and corporate governance rules and regulations of the NYSE. Since January 1, 2014 through the date hereof, the Company has not identified ("GAAP"i) applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, any material weakness or significant deficiency in the case design or operation or internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, or (ii) any fraud or allegation of unaudited interim fraud, whether material or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial statementsreporting. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 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. (f) From January 1, 2012 to the date hereof, neither the Company nor, to normal year-end adjustmentsthe Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it with the SEC pursuant to since March 31, 2015, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1999 (as such documents have been amended since the date of their filing, collectively, the "“Company SEC Documents"”). The SEC DocumentsAs of its respective date or, as of their respective filing dates, or if amended, as of the date of the last such amendment, each Company SEC Document (ai) did not contain (or, with respect to Company SEC Documents filed after the date hereof, will not contain) any untrue statement of a material fact or omitted 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, misleading and (bii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, and SOX as the case may be, the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, and the listing and corporate governance rules and regulations of NASDAQ. None of the Company’s Subsidiaries is, or at any time since March 31, 2015, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets with respect to such requirements, (including the related notesiii) included has been prepared in the SEC Documents presents accordance with United States generally accepted accounting principles (“GAAP”), in all material respects respects, applied on a consistent basis during the financial position of periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and its consolidated subsidiaries as subject, in the case of unaudited statements, to normal year-end audit adjustments and the respective dates thereofabsence of footnote disclosure), and the other related statements (including the related notesiv) included in the SEC Documents present fairly presents, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or Subsidiaries as of the respective dates set forth therein. and for the periods referred to in the Company Financial Statements. (b) Each of the consolidated balance sheets principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements of operations and cash flows (including the related notes) included contained in the SEC Documents has been prepared 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 accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsSOX.

SEC Reports and Financial Statements. The (a) ScottishPower has delivered to the Company has filed a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports required to be amendments thereof and supplements thereto) filed by it HoldCo, ScottishPower or any of their respective Subsidiaries with the SEC pursuant to the Exchange Act and the Securities Act of 1933since December 31, as amended (the "Securities Act"), since January 1, 1999 1995 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor supplemented, the "ScottishPower SEC DocumentsReports"), which are all the documents (other than preliminary materials) that HoldCo, ScottishPower and their respective Subsidiaries were required to file with the SEC since such date. The SEC Documents, as As of their respective filing dates, the ScottishPower SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, and (aii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, and in each case, the notes, if any, thereto) included in the ScottishPower SEC Reports (bthe "ScottishPower 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 published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofwith respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been were prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") in the United Kingdom applied on a consistent basis during the periods involved, involved (except as otherwise noted may be indicated therein or in the notes thereto and except with respect to unaudited statements) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end adjustmentsaudit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to HoldCo, ScottishPower and their respective Subsidiaries taken as a whole)) the consolidated financial position of ScottishPower and, in respect of periods ending after the Scheme Date, HoldCo and their respective consolidated subsidiaries as at the (b) All material filings required to be made by ScottishPower 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 all material respects with all applicable requirements of the statute and the rules and regulations thereunder.

SEC Reports and Financial Statements. The Company delivered or has filed made available to Parent prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all reports required to be amendments thereof and supplements thereto) filed by it the Company or any of its Subsidiaries with the SEC pursuant to the Exchange Act and the Securities Act of 1933since December 31, as amended (the "Securities Act"), since January 1, 1999 1998 (as such documents have since the time of their filing been amended since the date of their filing, collectivelyor 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. The SEC Documents, as As of their respective filing dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amendedthe Exchange Act, as of the date of the last such amendmentcase may be, and (aii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, and in each case, the notes, if any, thereto) included in the Company SEC Reports (bthe "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 published rules and regulations of the SEC thereunder. Each with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the consolidated balance sheets SEC) and fairly present (including the related notes) included subject, in the SEC Documents presents case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in all material respects 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 Subsidiaries as of at the respective dates thereof, thereof and the other related statements (including the related notes) included in the SEC Documents present in all material respects the consolidated results of their operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as then ended. Each Subsidiary of the respective dates set forth therein. Each Company is treated as a consolidated Subsidiary of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included Company in the SEC Documents has been prepared in Company Financial Statements for all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustmentscovered thereby.

SEC Reports and Financial Statements. The Company has filed all reports required to be Each form, report, schedule, registration statement and definitive proxy statement filed by it the Company with the SEC pursuant Commission prior to the Exchange Act and date hereof, including, without limitation, the Securities Act of 1933Company's Annual Report on Form 10-K for the year ended December 31, as amended (the "Securities Act"), since January 1, 1999 2000 (as such documents have been amended since prior to the date of their filinghereof, collectively, the "SEC DocumentsOmniSky Commission Filings"). The SEC Documents, as of their respective filing dates, or if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the OmniSky Commission Filings, as of the date of the last such amendmenttheir respective dates, (a) did not contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they there were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of OmniSky and its subsidiaries (bthe "OmniSky Subsidiaries") complied included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable published rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofCommission with respect thereto, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved, involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the Commission) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments) the consolidated financial position of OmniSky and the OmniSky Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. Except as set forth in Schedule 5.6, since December 31, 2000, neither OmniSky nor any of the OmniSky 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 audited balance sheet of the OmniSky and the OmniSky Subsidiaries as at December 31, 2000, (including the notes thereto), (b) which (i) were incurred in the ordinary course of business after December 31, 2000 and consistent with past practices, (ii) are disclosed in the OmniSky Commission Filings filed after December 31, 2000 or (iii) would not, individually or in the aggregate, have an OmniSky Material Adverse Effect. Since December 31, 2000, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of OmniSky or any OmniSky Subsidiary.

SEC Reports and Financial Statements. The Company has (1) Since December 13, 1995, Lexington and its subsidiaries have filed all reports material reports, registration statements, Forms ADV, Forms BD and other filings, together with any material amendments required to be filed by made with respect thereto, that it has been required to file with the SEC pursuant to the Exchange Act any relevant Governmental Authority under federal and state securities laws, including the Securities Act of 1933, as amended (the "Securities Act"), since January 1the Exchange Act. All reports, 1999 registration statements, and other filings (including all exhibits, notes, and schedules thereto and all documents incorporated by reference therein) filed by Lexington or its subsidiaries with the SEC on or after December 13, 1995, together with any amendments thereto, are collectively referred to as such documents have been amended since the date "Lexington SEC Reports." As of: (A) with respect to all of the Lexington SEC Reports other than registration statements filed under the Securities Act, the respective dates of their filingfiling with the SEC; and (B) with respect to all registration statements filed under the Securities Act, collectivelytheir respective effective dates, the "Lexington SEC Documents"). The SEC Documents, as of their respective filing dates, or if amended, as Reports complied in all material respects with the rules and regulations of the date of the last such amendment, (a) SEC and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade therein not misleading. Since its inception in June 1998, TDLPL has filed all reports, registration statements, and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with any relevant Governmental Authority under U.S. federal and state securities laws and under foreign law. (2) The consolidated financial statements (including any related notes or schedules) included in light Lexington's 1998 Annual Report on Form 10-K, as filed with the SEC, were prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP"), except as may be noted therein or in the notes or schedules thereto, and fairly present in all material respects the consolidated financial position of Lexington and its subsidiaries (except to the extent that TDLPL is not consolidated) as of December 31, 1997 and 1998 and the consolidated results of their operations and cash flows for each of the circumstances under which they were madethree years in the three-year period ended December 31, not misleading1998. (3) The audited consolidated financial statements of Lexington and its subsidiaries as of and for the year ended December 31, and (b) complied 1999 when delivered will be consistent in all material respects with the applicable requirements unaudited consolidated financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated balance sheets (including the related notes) included in the SEC Documents presents in all material respects the financial position of the Company Lexington and its consolidated subsidiaries as of the respective dates thereofand for December 31, and the other related statements (including the related notes) included in the SEC Documents present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the SEC Documents has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, 1999 that were previously delivered to normal year-end adjustmentsBuyer.