Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed on a timely basis with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements statements, and other documents (as amended from time to time, and including any exhibits thereto and those that the Company may file subsequent to the date hereof, the “SEC Reports”) required to be filed by the Company with the SEC until the date hereof (the "SEC Reports")since December 31, 2003. As of their respective dates, the SEC Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or Act, the Securities Act of 1933, as amendedamended (the “Securities Act”), the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's ’s Form 10-K for the fiscal year ended December 3126, 1998 included 2005 present fairly, in the SEC Reports present fairly all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein and such financial statements are consistent with the Company’s books and records. (c) The unaudited consolidated balance sheets and the related financial statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms Company’s Form 10-Q for the periods fiscal quarter ended March 3127, 1999 included 2006 present fairly, in the SEC Reports all material respects (collectivelysubject to normal year-end adjustments that are not expected to be material), the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the dates or for the period periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedinvolved except as otherwise noted therein and such financial statements are consistent with the Company’s books and records. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof (the "SEC Reports")) ----------- required to be filed with the SEC since the date the Company became subject to reporting requirements under the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained when filed (except to the extent revised or superseded by a subsequent filing with the SEC) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December March 31, 1999 and 1998 and 1997 and the related consolidated statements of income, shareholderscommon stockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December March 31, 1998 1999 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December March 31, 1998 1999 included in the SEC Reports present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during the periods involved ("GAAP")---- except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March June 30, 1999, September 30, 1999 and December 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the ------------------------------- requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect present fairly, in all adjustmentsmaterial respects, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the dates and for the period periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein, including the related notes, provided, that the Quarterly Financial Statements do not reflect full year end adjustments, accruals, reserves and footnotes. (d) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and its subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company and its subsidiaries at March 31, 1999, including the notes thereto, (ii) liabilities disclosed in the Quarterly Financial Statements, (iii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1999, and (iv) other liabilities, none of which (without giving effect to the materiality qualifier contained in this Section 2.06(d)) would reasonably be expected to have a --------------- Material Adverse Effect on the Company. (e) The Company has heretofore furnished or made available to Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the Subsidiaries have no liabilities rules and regulations promulgated thereunder or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC from March 31, 1997 until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December March 31, 1998 1997 and 1997 1996 and the related consolidated statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December March 31, 1998 1997 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December March 31, 1998 1997 included in the SEC Reports present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during the periods involved ("GAAP"except as may be indicated in the notes thereto). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31June 30, 1999 1997 and September 30, 1997 and included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period all periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as of September 30, 1997 (including the notes thereto) included in the Quarterly Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since such date, or (iii) as set forth in Schedule 4.06 to the Company Disclosure Statement.

SEC Reports and Financial Statements. (a) The Company has timely filed and furnished with the SEC all forms, reports, schedules, certifications, prospectuses, registration and proxy statements and definitive proxy statements other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2009 (such documents together with all documents filed or furnished on a voluntary basis on Form 8-K, the “Company with the SEC until the date hereof (the "SEC Reports"Documents”). As of their respective datesdates (or if amended prior to the date of this Agreement, as amended), the Company SEC Reports Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Securities Exchange Act or of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable(the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to such the Company SEC Reports, and, as Documents. To the Knowledge of their respective datesthe Company, none of the Company SEC Reports contained any untrue statement Documents is the subject of a material fact ongoing SEC review or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadinginvestigation. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated historical financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained together with the related schedules and notes in the Company's Form 10-K for Company SEC Documents (the year ended December 31“Company Financial Statements”) fairly present, 1998 included 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 SEC Reports present fairly case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the consolidated results of operations and the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates or for the respective fiscal periods presented therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis as of and during the periods involved ("GAAP")involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of 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. Xxxxx Xxxxxxxx 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. (c) The consolidated balance sheets Company is in compliance in all material respects with the provisions of the SOX and the related statements listing and corporate governance rules and regulations of income and cash flows (including Nasdaq that are in each case applicable to the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedCompany. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed all required forms, reports and documents with the SEC all forms, reports, schedules, registration statements and definitive proxy statements Securities Exchange Commission (hereinafter collectively referred to as the "Company Reports") required to be filed by it pursuant to the Company with the SEC until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of Securities Act and the Exchange Act or the Securities Act of 19331934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), all of which have complied in all material respects with all applicable requirements of the SEC promulgated thereunder applicable, as Securities Act and the case may be, to such SEC Exchange Act. (b) None of the Company Reports, andincluding, as of their respective dateswithout limitation, none of any financial statements or schedules included therein, at the SEC Reports time filed, 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 made therein, in light of the circumstances under which they were made, not misleading. (bc) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of income, cash flow and shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including without limitation the related notes and schedules thereto) of the Company and its consolidated Subsidiaries included in the financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 included 1997 (the "Company 10-K") and in the SEC Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998 (the "Company 10-Qs"), present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of their respective dates, and the dates or results of consolidated operations and cash flows for the periods presented therein then ended, all in conformity with United States generally accepted accounting principles applied on a consistent basis basis, except as of otherwise noted therein and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim case of unaudited financial statements contained in Regulation Ssubject to normal year-X under the Exchange Act. The Quarterly Financial Statements reflect all end audit adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries except for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedcertain footnote disclosures required by United States generally accepted accounting principles. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has and its subsidiaries have filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company them with the SEC until since March 31, 1996 (as amended since the time of their filing and prior to the date hereof (hereof, collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The (i) consolidated balance sheets as of December March 31, 1998 (the "3/31/98 Balance Sheet") and March 31, 1997 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December March 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the fiscal year ended March 31, 1998 as amended or restated prior to the date hereof and (ii) the unaudited consolidated balance sheet as of December 31, 1998 and the unaudited consolidated statements of operations, stockholders' equity and cash flows for the three- and nine-month periods ended December 31, 1998 included of the Company contained in the SEC Reports Company's Form 10-Q for the three-month period ended December 31, 1998 present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis as of and during the periods involved ("GAAP"except as set forth in the notes contained therein and subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount). (c) The consolidated balance sheets and Except as reflected in the related statements of income and cash flows (including SEC Reports or reserved against in each case the related notes thereto12/31/98 Balance Sheet or as set forth in Section 4.6(c) of the Company contained Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries have any material liabilities or obligations (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the Forms 10-Q for ordinary course of business consistent with past practice since the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows date of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved12/31/98 Balance Sheet. (d) The Company has heretofore furnished to Parent a complete and the Subsidiaries have no liabilities or obligations correct copy of any nature amendments or modifications which have not yet been filed with the SEC (whether absolutebut which it would or will be required to file with the SEC) to agreements, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional documents or otherwise)other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has and its subsidiaries have filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company them with the SEC until since February 9, 1996 (as amended since the date hereof (time of their filing, collectively, the "SEC Reports")) and has heretofore made available to Parent complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The (i) consolidated balance sheets as of December 31, 1998 1996 (the "12/31/96 Balance Sheet") and 1997 December 31, 1995 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1996 (including the related notes and schedules thereto) of the Company (or its predecessors) contained in the Company's Form 10-K for the fiscal year ended December 31, 1998 included 1996 and (ii) the unaudited consolidated balance sheet as of September 30, 1997 (the "9/30/97 Balance Sheet") and the unaudited consolidated statements of operations, stockholders' equity and cash flows for the three- and nine-month periods ended September 30, 1997 of the Company contained in the SEC Reports Company's Form 10-Q for the three-month period ended September 30, 1997 present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis as of and during the periods involved except as otherwise disclosed therein ("GAAP"subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount). (c) The consolidated balance sheets and Except as reflected or reserved against in the related statements of income and cash flows (including 9/30/97 Balance Sheet or as disclosed in each case the related notes theretothereto or as set forth in Section 4.6(c) of the Company contained in Disclosure Schedule, as of the Forms 10-Q for date hereof, neither the periods ended March 31Company nor any of its subsidiaries have any liabilities or obligations (absolute, 1999 included in the SEC Reports (collectivelyaccrued, the "Quarterly Financial Statements"fixed, contingent or otherwise) have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary that are material to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for subsidiaries taken as a whole, other than liabilities incurred in the period presented therein in conformity ordinary course of business consistent with GAAP applied on a consistent basis during the periods involvedpast practice since September 30, 1997. (d) The Company has heretofore furnished to Parent a complete and the Subsidiaries have no liabilities or obligations correct copy of any nature (whether absoluteamendments or modifications which have not yet been filed with the SEC to agreements, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional documents or otherwise)other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all formsEach form, reportsreport, schedulesschedule, registration statements statement and definitive proxy statements required to be statement filed by the Company with the SEC until since January 1, 1996 and prior to the date hereof (including exhibits and any amendments thereto) (as such documents have been amended prior to the date hereof, the "Company SEC Reports"). As , as of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, amended (the "Securities Act") and the Exchange Act and the rules and regulations thereunder. None of the SEC promulgated thereunder applicable, as the case may be, to such Company SEC Reports, and, as of their respective dates, none of the SEC Reports contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) . The Company has made available to the Parent true, accurate and complete copies of all of the Company SEC Reports. The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related any notes and schedules theretorelated schedules) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 and REI Barbados included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein with respect thereto, have been prepared in conformity accordance with United States generally accepted accounting principles applied on a consistent basis as of and during throughout the periods involved ("GAAP"). except as 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 in all material respects (csubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) The the consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) financial position of the Company contained in and REI Barbados as at the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly dates thereof and do present fairly the consolidated financial position, results of their operations and cash flows of for the periods then ended. Neither the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no nor REI Barbados has any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent, unmaturedliquidated, unaccrued, unliquidated, unasserted, conditional unliquidated or otherwise) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company and REI Barbados as at January 3, 1999 (including the notes thereto), or (b) which (i) were incurred in the ordinary course of business after January 3, 1999 and consistent with past practices and which would not, individually or in the aggregate, have a Company Material Adverse Effect, (ii) are disclosed or reflected in the Company SEC Reports filed after January 3, 1999 and prior to the date of this Agreement or (iii) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 1996, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and REI Barbados has not 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.

SEC Reports and Financial Statements. (a) The Since January 1, 1994 up ------------------------------------ to and including the date hereof, the Company has filed with the SEC all forms, reports, schedules, registration statements, proxy statements and definitive proxy statements other documents (collectively, "Company SEC Reports") required to be filed by the ------------------- Company with the SEC until the date hereof Securities and Exchange Commission (the "SEC ReportsSEC")) under the --- Securities Act, Exchange Act, and the rules and regulations thereunder. As of their respective dates, or in the case of registration statements, as of their respective effective dates, all of the Company SEC Reports Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act of 1933, as amendedapplicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained (ii) 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) , except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries included in such reports complied as of the respective dates or for thereof as to form in all material respects with applicable accounting requirements and with the periods presented therein published rules and regulations of the SEC with respect thereto, were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") as in ---- effect on their respective dates applied on a consistent basis as of and during throughout the periods involved ("GAAP"). (c) The consolidated balance sheets and except as may be indicated in the related statements of income and cash flows (including notes thereto or, in each the case the related notes thereto) of the Company contained in the Forms unaudited interim financial statements, as permitted by Form 10-Q for of the periods ended March 31SEC) and fairly presented (subject, 1999 included in the SEC Reports (collectively, case of the "Quarterly Financial Statements") have been prepared in accordance with the requirements for unaudited interim financial statements contained in Regulation Sstatements, to normal, year-X under the Exchange Act. The Quarterly Financial Statements reflect all end audit adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly ) the consolidated financial position, results of operations and cash flows position of the Company and its Subsidiaries as at the dates thereof and the consolidated Subsidiaries results of their operations and cash flows for the period presented therein in conformity with GAAP applied on a consistent basis during periods then ended. Since December 31, 1996, and up to and including the periods involved. (d) The date hereof, neither the Company and the nor any of its Subsidiaries have no has incurred any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent, unmaturedliquidated, unaccruedunliquidated or otherwise and whether due or to become due) of any nature, unliquidatedwhich would be required by GAAP, unassertedas of the date hereof, conditional to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or otherwise)in the notes thereto except liabilities, obligations or contingencies (a) which are disclosed, reflected or reserved for on the unaudited balance sheets of the Company and its Subsidiaries as of March 31, 1997 (including the notes thereto) or in this Agreement or the Company Disclosure Letter or (b) which (i) were incurred in the ordinary course of business after December 31, 1996, and consistent with past practices, or (ii) are disclosed or reflected or reserved for in the Company SEC Reports filed after December 31, 1996, or (iii) would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, or (c) which were incurred as a result of actions taken or refrained from being taken (i) in furtherance of the transactions contemplated by this Agreement, or (ii) at the request of FKWW and FKW Sub. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its Subsidiaries except as required by GAAP or applicable law.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until through the date hereof (the "“SEC Reports"”). As of their respective datesdates and except as subsequently amended prior to the date hereof, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) The consolidated balance sheets as of December 31, 1998 2000 and 1997 2001 and the related consolidated statements of incomeoperations, shareholders' ’ equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 2001 and for the period from inception (August 7, 1995) to December 31, 2001 (including the related notes and schedules thereto) of the Company contained in the Company's ’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 2001 (the “Form 10-K”) included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("“GAAP"”). (cii) The consolidated balance sheets sheet as of December 31, 2001 and the related statements of income operations, shareholders’ deficit and cash flows (including in each case the related notes thereto) for the period from formation (November 30, 1999) to December 31, 2001 of the Company Depomed Development, Ltd. contained in the Forms Form 10-Q for the periods ended March 31, 1999 K included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, position and the results of operations and cash flows of Depomed Development, Ltd. as of the Company and its consolidated Subsidiaries dates or for the period periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedGAAP. (dc) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at December 31, 2001 included in the Form 10-K (the “Company Balance Sheet”) or (ii) which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company Seller has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements (the "SEC Reports") required to be filed by the Company Seller with the SEC until the date hereof Securities and Exchange Commission (the "SEC ReportsSEC"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31January 30, 1998 and 1997 1999 and the related consolidated statements of incomeoperations, common shareholders' equity and cash flows (including the notes thereto) for each of the three fiscal years in the period ended December 31January 30, 1998 1999 (including the related notes and schedules thereto) of the Company Seller contained in the CompanySeller's Form 10-K for the year ended December 31January 30, 1998 1999 included in the SEC Reports present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company Seller and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and ("GAAP") during the periods involved ("GAAP")except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income operations and cash flows (including in each case the related notes thereto) of the Company Seller contained in the Forms Form 10-Q for the periods period ended March 31May 1, 1999 included in the SEC Reports (collectively, the "Quarterly Financial StatementsStatement") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect Statement reflects all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries Seller for the period presented therein in conformity with GAAP applied on a consistent basis during except as otherwise noted therein, including the periods involvedrelated notes. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof since January 1, 1995 (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, 1933 and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 1997, 1996, 1995 and the related consolidated statements of income, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1997 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K Ks for the year years ended December 31, 1997, 1996 and 1995 included in the SEC Reports and the consolidated balance sheet as of March 31, 1998 and the related consolidated statements of income, stockholders' equity and cash flows for the quarter ended March 31, 1998 contained in the Form 10-Q for the quarter ended March 31, 1998 included in the SEC Reports present fairly present, and the consolidated balance sheet as of June 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows for the six months ended June 30, 1998 contained in the Form 10-Q for the quarter ended June 30, 1998 present, fairly, 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 or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedinvolved except as otherwise noted therein, including the related notes. The audited balance sheet as of December 31, 1997 is herein referred to as the "December Balance Sheet," the unaudited balance sheet as of March 31, 1998 is herein referred to as the "March Balance Sheet," and the unaudited balance sheet as of June 30, 1998 is herein referred to as the "June Balance Sheet." The amounts accrued or reserved for in the December Balance Sheet, the March Balance Sheet and the June Balance Sheet with respect to future costs associated with workers' compensation liabilities, Reclamation Obligations (as hereinafter defined) and Black Lung liabilities (as hereinafter defined) have been accrued or reserved for in accordance with GAAP, consistently applied. The amounts reflected in the December Balance Sheet, the March Balance Sheet and the June Balance Sheet with respect to coal and mineral reserves have been included or will be included in such financial statements in accordance with GAAP, consistently applied. The Company has accrued its and its Subsidiaries' and affiliates' obligations for retiree medical benefits in accordance with Statement of Financial Account Standards No. 106. (c) Since March 31, 1998, except as disclosed in the SEC Reports or the Developments Schedule, there has not been any Material Adverse Effect on the Company or any event, condition or development which the Company believes is reasonably likely to result in a Material Adverse Effect on the Company. (d) The Company and the its Subsidiaries have no are not subject to any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional contingent or otherwise) other than (i) arising under contracts or circumstances reflected on or otherwise referred to in the Disclosure Schedules (subject to Section 4.12(c)), (ii) reflected in, reserved against or otherwise disclosed in the December Balance Sheet, March Balance Sheet or June Balance Sheet, or (iii) incurred in the ordinary course of business consistent with past practice.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements schedules and made all other filings (the "SEC Reports") with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder since February 2, 2002. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC until the after date hereof and prior to the Effective Time (the "Future SEC Reports"). As of their respective dates, the SEC Reports complied (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the Securities Act of 1933, as amended, and the published rules and regulations of the SEC promulgated thereunder applicablethereunder, each as the case may be, applicable to such SEC Reports, and, Reports and such later filed Future SEC Reports and (ii) did not and will not as of their respective dates, none of the SEC Reports contained 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 made therein, in light of the circumstances under which they were and will be made, not misleading. 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) The Set forth in Section 4.07(b) of the Company Disclosure Schedule are copies of the Company's unaudited, consolidated balance sheets sheet as of December 31August 27, 1998 2005 and 1997 and the related consolidated statements of income, shareholders' equity income and cash flows for the seven-month period ended August 27, 2005 (including collectively, the notes thereto) for each "Interim Financial Statements"). Each of the three years Interim Financial Statements and the consolidated financial statements (including, in the period ended December 31each case, 1998 (including the related any notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly or any Future SEC Report has been, and in the consolidated financial position case of any Future SEC Report will be, prepared in all material respects in accordance with the published rules and the consolidated results of operations and cash flows regulations of the Company SEC (including Regulation S-X) and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity accordance with United States generally accepted accounting principles applied on a consistent basis as of and during throughout the periods involved indicated ("GAAP"). ) (c) The consolidated balance sheets and except as otherwise stated in such financial statements, including the related statements notes, or, in the case of income and cash flows (including unaudited interim financial statements, as may be permitted by the SEC under Forms 10-Q, 8-K or any successor forms under the Exchange Act), except as otherwise specifically set forth in each case the related notes theretoSection 4.07(b) of the Company contained Disclosure Schedule, and each fairly presents, in the Forms 10-Q for the periods ended March 31all material respects, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the period presented therein respective periods indicated therein, except as otherwise set forth in conformity the notes thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring quarterly and year-end adjustments, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect). Except as set forth in Section 4.07(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have any outstanding Indebtedness (as hereinafter defined). For purposes of this Agreement, "Indebtedness" shall mean, with GAAP applied on respect to any Person at a consistent basis during particular time and, in each case, except between or among the periods involved. (d) The Company and any of its Subsidiaries, (i) any obligation for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any obligation evidenced by any note, bond, debenture or other debt security, (iii) any obligation for the Subsidiaries have no liabilities deferred purchase price of property or obligations of any nature (whether absoluteservices with respect to which such Person is liable, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional contingently or otherwise, as obligor or otherwise (other than trade payables and other current Liabilities (as defined in Section 4.07(d)) incurred in the ordinary course of business consistent with past practice), (iv) any commitment by which such Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit), (v) any obligation guaranteed in any manner by such Person (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse), (vi) any obligations under capitalized or synthetic leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such Person assures a creditor against loss, (vii) any obligation secured by a Lien (other than a Permitted Lien) on such Person's assets, (viii) any Liability under any deferred compensation plans, which Liability is payable or becomes due as a result of the transactions contemplated herein, and (ix) any fees, penalties, premiums or accrued and unpaid interest with respect to the foregoing (in the case of prepayments or otherwise) that would become due or payable as a result of the consummation of the Transactions. There are no obligations under any letters of credit in effect as of September 23, 2005 in excess of the amounts set forth in Section 4.07(b) of the Company Disclosure Schedule and any such obligations subsequent to the date hereof were entered into in the ordinary course of business in compliance with Article 6.

SEC Reports and Financial Statements. (a) The Since December 31, 1994, the Company has filed all required forms, reports and documents with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it pursuant to the Company with Securities Act and the SEC until the date hereof Exchange Act (hereinafter collectively referred to as the "SEC Company Reports"). As , all of their respective dates, the SEC Reports which have complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations Exchange Act. The Company has previously made available to Parent copies of all such Company Reports. (b) None of the SEC promulgated thereunder applicable, as the case may be, to such SEC Company Reports, andincluding, as of their respective dateswithout limitation, none of any financial statements or schedules included therein, at the SEC Reports time filed, 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 made therein, in light of the circumstances under which they were made, not misleading. (bc) The Except as set forth on Schedule 3.06 hereto, the consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows changes in financial position (including the notes thereto) for each of the three years in the period ended December 31including, 1998 (including without limitation, the related notes and schedules thereto) of the Company and the Subsidiaries included in the financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 included 1997 and in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied Company's Quarterly Report on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms Form 10-Q for the periods quarter ended March 31, 1999 included 1998 present fairly, in the SEC Reports (collectivelyall material respects, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows position of the Company and its the Subsidiaries as of their respective dates, and the results of consolidated Subsidiaries operations and changes in consolidated financial position for the period presented therein periods then ended, all in conformity with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during basis, except as otherwise noted therein, and subject in the periods involved. (d) The Company case of unaudited interim financial statements to normal year-end audit adjustments and the Subsidiaries have no liabilities or obligations absence of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)notes thereto.

SEC Reports and Financial Statements. (a) The Company OHSI has filed with previously furnished to Stockholder complete and correct copies of: (i) its Annual Reports on Form 10-K for the SEC all formsperiods ended December 31, reports1994, schedules1995, registration statements and definitive 1996, (ii) its proxy statements required materials for the two (2) most recently held meetings of stockholders, and (iii) its 1994 and 1995 Annual Reports to be filed by the Company with the SEC until the date hereof Shareholders (collectively, the "SEC ReportsFilings"). . (b) As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act filing dates or the Securities Act date of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective datesany amendment thereto, none of the SEC Reports contained Filings contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed SEC filing. (bc) The consolidated balance sheets as of Since December 31, 1998 1996, OHSI has filed with the Securities and 1997 Exchange Commission ("SEC") all reports and registration statements and all other filings required to be filed with the related SEC. (d) The audited consolidated financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 unaudited interim financial statements included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates reports or for the periods presented therein other filings referred to in SECTION 4.8(A) hereof were prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (except as of and during may be indicated therein or in the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to and fairly present fairly and do present fairly the consolidated financial position, position of OHSI and its subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows and stockholders' equity of the Company OHSI and its consolidated Subsidiaries subsidiaries for the period presented therein periods shown therein, subject, in conformity with GAAP applied on a consistent basis during the periods involvedcase of unaudited interim financial statements, to normal year-end adjustments and the absence of certain footnote disclosures. (de) The Company For three (3) years following the Closing Date, Omega and OHSI will supply to Stockholder all SEC Filings made after the Subsidiaries have no liabilities or obligations Closing Date and copies of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)all press releases issued by OHSI.

SEC Reports and Financial Statements. (a) The Company Since December 31, 1996, Buyer has filed all required forms, reports and documents with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it pursuant to the Company with Securities Act and the SEC until the date hereof (the "SEC Reports"). As Exchange Act, all of their respective dates, the SEC Reports which have complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules Exchange Act. Buyer has made available to the Sellers copies of all such forms, reports and regulations documents (hereinafter collectively referred to as the "Buyer Reports"). None of the SEC promulgated thereunder applicable, as the case may be, to such SEC Buyer Reports, andincluding, without limitation, any financial statements or schedules included therein, as of their respective datesthe time filed, none of the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. Except to the extent information contained in any of the Buyer Reports, including without limitation any financial statements or schedules included therein, has been revised, corrected or superseded by a later- filed form, report or document, none of the Buyer Reports, including, without limitation, any financial statements or schedules included therein, presently contains any untrue statement of a material fact or 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. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years changes in the period ended December 31, 1998 financial position (including the related notes and schedules thereto) of Buyer included in the Company financial statements contained in the CompanyBuyer's Annual Report on Form 10-K for the year ended December 31, 1998 included 1996 and in Buyer's Quarterly Report on Form 10-Q for the SEC Reports quarters ended March 31, 1997 and June 30, 1997, present fairly the consolidated financial position of Buyer as of their respective dates, and the consolidated results of operations and cash flows of the Company and its changes in consolidated subsidiaries as of the dates or financial position for the periods presented therein period then ended, all in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained basis, subject in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for case of unaudited interim financial statements contained in Regulation Sto normal year-X under the Exchange Act. The Quarterly Financial Statements reflect all end audit adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company Parent has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company Parent with the SEC until the date hereof (the "Parent SEC Reports"). As of their respective dates, and except as subsequently amended prior to the date hereof, the Parent SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, 1933 and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such Parent SEC Reports, and, as of their respective dates, and none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company Parent contained in the CompanyParent's Form 1020-K F for the year ended December 31, 1998 included in the Parent SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company Parent and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States Canadian generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("Canadian GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company Parent contained in the Forms 10Form 6-Q K for the periods ended March 31, 1999 1999, included in the Parent SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company Parent and its consolidated Subsidiaries subsidiaries for the period presented therein in conformity with Canadian GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have Parent has no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at March 31, 1999 included in the Quarterly Financial Statements (the "Parent Balance Sheet"), (ii) incurred in the ordinary course of business consistent with past practice since such date or (iii) which would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof (the "SEC Reports"). As of their respective datesdates and except as subsequently amended prior to the date hereof, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 1999, included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at March 31, 1999 included in the Quarterly Financial Statements (the "Company Balance Sheet") or (ii) which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until since January 1, 1998 (as they have been amended since the date hereof (time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC Reports")) and complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements are available to Parent through public sources. As of their respective dates, the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1999 and 1998 and 1997 and the related consolidated statements of income, common shareholders' equity and cash flows (including the notes thereto) for each of the three fiscal years in the period ended December 31, 1998 1999 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the fiscal year ended December 31, 1998 included in 1999 (the SEC Reports "1999 Financial Statements") present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and Except as reflected, reserved against or otherwise disclosed in the related statements of income and cash flows (including 1999 Financial Statements or as set forth in each case the related notes theretoSection 4.5(c) of the Company contained Disclosure Schedule, neither the Company nor any of its subsidiaries has any material liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the Forms 10-Q for the periods ended March ordinary course of business consistent with past practice since December 31, 1999 included which would not, individually or in the SEC Reports (collectivelyaggregate, reasonably be expected to have a Material Adverse Effect on the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedCompany. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the Subsidiaries rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder. (e) Proper accounting controls are, and since January 1, 1996, have been, in place to ensure that no liabilities or obligations portion of any nature international sales representative commission or contingent fee or other payment is included, directly or indirectly, in the contract price of any sale to the United States Government pursuant to the Foreign Military Sales (whether absolute"FMS") program, accruedor any sale to a foreign government financed in whole or in part with funding from the U.S. Foreign Military Finance ("FMF") program, contingentexcept as permitted thereunder. (f) All payments to international sales representatives since January 1, unmatured1996 including commission and contingent fee payments to international sales representatives or others on FMS and FMF contracts, unaccrued(i) have been accurately reported in all material respects on the Company books and records, unliquidated, unasserted, conditional or otherwise)and (ii) have been made consistent in all material respects with all applicable United States and foreign laws and regulations.

SEC Reports and Financial Statements. (a) The Company has and its subsidiaries have filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company them with the SEC until since February 9, 1996 (as amended since the date hereof (time of their filing, collectively, the "SEC Reports")) and has heretofore made available to Parent complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The (i) consolidated balance sheets as of December 31, 1998 1996 (the "12/31/96 Balance Sheet") and 1997 December 31, 1995 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1996 (including the related notes and schedules thereto) of the Company (or its predecessors) contained in the Company's Form 10-K for the fiscal year ended December 31, 1998 included 1996 and (ii) the unaudited consolidated balance sheet as of September 30, 1997 (the "9/30/97 Balance Sheet") and the unaudited consolidated statements of operations, stockholders' equity and cash flows for the three- and nine-month periods ended September 30, 1997 of the Company contained in the SEC Reports Company's Form 10-Q for the three-month period ended September 30, 1997 present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis as of and during the periods involved except as otherwise disclosed therein ("GAAP"subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount). (c) The consolidated balance sheets and Except as reflected or reserved against in the related statements of income and cash flows (including 9/30/97 Balance Sheet or as disclosed in each case the related notes theretothereto or as set forth in Section 4.06(c) of the Company contained in Disclosure Schedule, as of the Forms 10-Q for date hereof, neither the periods ended March 31Company nor any of its subsidiaries have any liabilities or obligations (absolute, 1999 included in the SEC Reports (collectivelyaccrued, the "Quarterly Financial Statements"fixed, contingent or otherwise) have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary that are material to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for subsidiaries taken as a whole, other than liabilities incurred in the period presented therein in conformity ordinary course of business consistent with GAAP applied on a consistent basis during the periods involvedpast practice since September 30, 1997. (d) The Company has heretofore furnished to Parent a complete and the Subsidiaries have no liabilities or obligations correct copy of any nature (whether absoluteamendments or modifications which have not yet been filed with the SEC to agreements, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional documents or otherwise)other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. (a) The Company Buyer has heretofore delivered to Sellers complete and correct copies of all reports and other filings filed by Buyer with the SEC all formspursuant to the Securities Exchange Act of 1934, reportsas amended, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof rules and regulations thereunder (the "SEC ReportsExchange Act") since January 1, 1995 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained Filings 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 Buyer included in the SEC Reports present fairly Exchange Act Filings (i) were prepared from the consolidated financial position books and the consolidated results records of operations and cash flows of the Company Buyer and its consolidated subsidiaries as of the dates or for the periods presented therein subsidiaries, (ii) were prepared in conformity accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Buyer and during its consolidated subsidiaries as at the periods involved ("GAAP"). (c) The consolidated balance sheets dates thereof and the related statements results of income their operations and cash flows (including or changes in each case financial positions, for the related notes theretofiscal year ended December 31, 1995 and earlier years) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 then ended. The unaudited financial statements included in the SEC Reports Exchange Act Filings (collectively, the "Quarterly Buyer Interim Financial Statements") have been comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of Buyer and its consolidated subsidiaries, (ii) were prepared in accordance with the requirements for interim financial statements contained in Regulation S-X generally accepted accounting principles, except as otherwise permitted under the Exchange Act. The Quarterly Financial Statements reflect all adjustmentsAct and the rules and regulations thereunder, which include only normal recurring adjustments, necessary to present fairly on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and do (iii) present fairly the financial position of Buyer and its consolidated financial position, subsidiaries as at the dates thereof and the results of their operations and cash flows of the Company and its consolidated Subsidiaries (or changes in financial condition) for the period presented periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in conformity with GAAP applied on a consistent basis during the periods involvednotes or schedules thereto. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company Vistana has filed with made available to the Selling Parties true and complete copies of Amendment No. 2 to its Registration Statement on Form S-1 (No. 333-19045) and its Quarterly Report on Form 10-Q for each of the Quarterly Periods Ended March 31, 1997 and June 30, 1997 (collectively, the "SEC all formsReports"), reports, schedules, registration statements each in the form (including exhibits and definitive proxy statements any amendments thereto) required to be filed by the Company with the SEC until the date hereof Securities and Exchange Commission (the "SEC ReportsSEC"). As of their respective dates, each of the SEC Reports (i) complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act of 1933, as amendedand the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicablethereunder, as the case may berespectively, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained and (ii) 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 made therein, in light of the circumstances under which they were made, not misleading. (b) The Each of the audited consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity and cash flows Vistana (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the any related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present is materially accurate and complete and fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein presents, in conformity with United States generally accepted accounting principles applied on a consistent basis (except as may be noted therein), the consolidated financial position of Vistana and its consolidated subsidiaries as of the dates thereof and during the consolidated results of operations and changes in financial position for the periods involved ("GAAP")then ended. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained Except as set forth in the Forms 10-Q for the periods ended March 31, 1999 last balance sheet included in the SEC Reports (collectively, and except for liabilities that have arisen thereafter in the "Quarterly Financial Statements") have been prepared ordinary course of business in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustmentspast practice, which include only normal recurring adjustmentsthere are no liabilities, necessary debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to present fairly and do present fairly the consolidated financial positionbecome due, results of operations and cash flows of the Company and Vistana or its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedsubsidiaries or to which any asset or property of Vistana or its consolidated subsidiaries may be subject. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC since September 30, 1996 until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31September 30, 1998 1996 and 1997 1995 and the related consolidated statements of income, common shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31September 30, 1998 1996 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31September 30, 1998 1996 included in the SEC Reports present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended June 30, 1997 and March 31, 1999 1997 and December 31, 1996 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period all periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedinvolved except as otherwise noted therein, including the related notes. (d) The Company and the its Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at June 30, 1997 (including the notes thereto) included in the Quarterly Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since such date, or (iii) which, individually and in the aggregate, would not have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company has statements regarding the Business and the Acquired Assets in NXP’s Annual Report on Form 20-F for the years ended December 31, 2007 and December 31, 2008 and any Reports on Form 6-K filed with the SEC all formssubsequent to December 31, reports, schedules, registration statements 2007 are true and definitive proxy statements required to be filed by the Company with the SEC until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied correct in all respects material respects with the requirements of the Exchange Act or the Securities Act of 1933, to NXP and its Subsidiaries taken as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingwhole. (b) The On or prior to the Agreement Date, NXP has delivered to Trident (i) the unaudited consolidated balance sheet of the Business as of June 30, 2009 (the “Latest Balance Sheet”) and the related unaudited consolidated income statements for the six (6) month periods ended June 30, 2008 and June 30, 2009 (the “Interim Business Financial Statements”), and (ii) the audited consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated income statements of income, shareholders' equity and cash flows (including the notes thereto) Business for each of the three fiscal years in the period ended December 31, 1998 (including the related notes 2007 and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included 2008, and any notes to the foregoing financial statements (the “Annual Business Financial Statements”, and together with the Interim Business Financial Statements both in the SEC Reports present form delivered on or prior to the Agreement Date and in the form delivered pursuant to Section 7.22(a), the “Business Financial Statements”). The Business Financial Statements: (a) fairly present, in all material respects, the consolidated financial position condition of the Business at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or Business for the periods presented therein specified, subject in conformity with United States generally accepted accounting principles applied on a consistent basis as the case of and during the periods involved ("GAAP"). (c) The consolidated balance sheets Interim Business Financial Statements to recurring adjustments and the related statements absence of income footnotes and cash flows similar presentation items therein; and (including in each case the related notes theretob) of the Company contained except as set forth in the Forms 10-Q for notes to the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Business Financial Statements") , have been prepared in accordance with the requirements for interim Accounting Principles. (c) NXP maintains a system of internal accounting controls applicable to the Business sufficient to provide reasonable assurances, with respect to the Business, that (i) all transactions are executed in accordance with management’s general or specific authorization and (ii) all transactions are recorded as necessary to permit the preparation of financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on U.S. GAAP. NXP’s enterprise-wide system of internal accounting controls is sufficient as applicable to NXP and its Subsidiaries taken as a consistent basis during whole to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorizations, (ii) all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to properties and assets is permitted only in accordance with management’s general or specific authorization, and (iv) the periods involvedrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC since September 30, 1996 until the date hereof (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31September 30, 1998 1996 and 1997 1995 and the related consolidated statements of income, common shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31September 30, 1998 1996 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31September 30, 1998 1996 included in the SEC Reports present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP").) applied on a (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended June 30, 1997 and March 31, 1999 1997 and December 31, 1996 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period all periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedinvolved except as otherwise noted therein, including the related notes. (d) The Company and the its Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at June 30, 1997 (including the notes thereto) included in the Quarterly Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since such date, or (iii) which, individually and in the aggregate, would not have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company Terra has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company them with the SEC until since the date hereof of its initial public offering (as amended since the time of their filing and prior to the date of this Agreement, and together with the Terra Registration Statement (as defined below) collectively, the "Terra SEC Reports")) and has heretofore made available to Lycos complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the Terra SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such Terra SEC Reports, and, as of their respective dates, and none of the Terra SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Terra has previously made available to Lycos copies of the consolidated balance sheets as sheet of Terra and its Subsidiaries for the year ended December 31, 1998 1999, for the six months ended June 30, 1999, and for the fiscal years ended December 31, 1997 and 1998, and the related consolidated statements of income, shareholderschanges in stockholders' equity and cash flows for such periods, as previously provided by Terra to Lycos (including the notes thereto) for each of the three years in the period ended case of information as of or for December 31, 1998 1999) and (for all other information) as reported in Terra's Registration Statement No. 333-89997 on Form F-1 filed with the SEC on October 29, 1999, as amended (the "Terra Registration Statement"), in each case accompanied by the audit report of Xxxxxx Xxxxxxxx, independent public accountants with respect to Terra. The December 31, 1999 consolidated balance sheet of Terra (including the related notes and schedules theretonotes, where applicable) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present Terra Registration Statement fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company Terra and its consolidated subsidiaries Subsidiaries as of the dates or date thereof, and the other financial statements referred to in this Section 5.5(b) (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Terra and its Subsidiaries for the respective fiscal periods presented or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies in conformity all material respects with United States applicable accounting requirements and with the published rules and regulations of the Spanish Stock Exchange, the CNMV and the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with Spanish generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("Spanish GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP consistently applied on a consistent basis during the periods involved. , except, in each case, as indicated in such statements or in the notes thereto. The related notes reconciling to U.S. GAAP the consolidated net income and shareholders' equity of Terra and its Subsidiaries comply in all material respects with the requirements of the SEC applicable to such reconciliation. Except as fully reflected or reserved against in the December 31, 1999 consolidated balance sheet of Terra (dincluding the related notes, where applicable) The Company included in the Terra Registration Statement, since December 31, 1999 through to and including the date of this Agreement, neither Terra nor any of its Subsidiaries have no has incurred any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingentfixed, unmatured, unaccrued, unliquidated, unasserted, conditional contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance and which have not had and would not reasonably be expected to have a Material Adverse Effect on Terra. The books and records of Terra and its Subsidiaries have been, an are being, maintained in all material respects in accordance with Spanish GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until since January 1, 1997 (as they have been amended since the date hereof (time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC Reports")) and has hereto- fore made available to Parent complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of income, shareholderscommon stockholders' equity and cash flows (including the notes thereto) for each of the three fiscal years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the fiscal year ended December 31, 1998 included in (the SEC Reports "1998 Financial Statements") present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and were prepared in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets sheet as of December 31, 1999 and the related statements consolidated statement of income income, common stockholders' equity and cash flows for the year then ended (including in each case the related notes and schedules thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly 1999 Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments), which include only normal recurring adjustments, necessary to present fairly and do will present fairly the consolidated financial position, position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of December 31, 1999 and for the period presented therein year then ended, and will be prepared in conformity accordance with GAAP consistently applied on with the financial statements of the Company included in the SEC Reports. The 1999 Financial Statements will be consistent with the earnings release of the Company for the year ended December 31, 1999, a consistent basis during the periods involvedcopy of which has been provided to Parent. (d) The Except as reflected, reserved against or otherwise disclosed in the 1998 Financial Statements or as set forth in Section 4.5(d) of the Company and Disclosure Schedule, neither the Subsidiaries Company nor any of its subsidiaries have no any liabilities or obligations of any nature (whether absolute, accrued, contingentfixed, unmatured, unaccrued, unliquidated, unasserted, conditional contingent or otherwise)) other than liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1998 which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (e) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act 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 NexGen has previously furnished to AMD complete and correct copies, including exhibits, of: (i) its prospectus dated May 24, 1995, filed with the SEC on May 26, 1995, pursuant to Rule 424(b)(4) under the Act (the "NexGen Prospectus"); (ii) its Annual Report (the "NexGen Annual Report") on Form 10-K for the fiscal year ended June 30, 1995; (iii) all formsreports or filings, reportsother than the NexGen Annual Report, schedules, registration statements and definitive proxy statements required to be filed by the Company NexGen with the SEC until the date hereof (the "SEC NexGen Other Reports"). ; and (iv) a draft of its Quarterly Report (the "NexGen Draft Quarterly Report") on Form 10-Q for the quarter ended September 30, 1995. (b) As of their respective dates, the SEC Reports complied in all material respects with NexGen Prospectus, the requirements of NexGen Annual Report, the Exchange Act or the Securities Act of 1933, as amendedNexGen Other Reports, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained NexGen Draft Quarterly Report 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bc) NexGen has filed with the SEC all reports and registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. (d) The audited consolidated balance sheets as of December 31, 1998 financial statements and 1997 and the related consolidated unaudited interim financial statements of income, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates reports or for the periods presented therein other filings referred to in Section 2.6(a) were prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (except as of and during may be indicated therein or in the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of , and except that the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for unaudited interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustmentsdo not include complete footnote disclosure), which include only normal recurring adjustments, necessary to fairly present fairly and do present fairly the consolidated financial position, position of NexGen and the NexGen Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows changes in financial position of NexGen and the Company and its consolidated NexGen Subsidiaries for the period presented therein periods shown therein, subject, in conformity with GAAP applied on a consistent basis during the periods involvedcase of unaudited interim financial statements, to normal year-end audit adjustments. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all formsEach form, reportsreport, schedulesschedule, registration statements statement, proxy statement, information statement, exhibit and definitive proxy statements any other document required to be filed by the Company Parent with the SEC until Securities and Exchange Commission (the "SEC") since January 1, 2000 (as such documents have been amended prior to the date hereof (hereof, the "SEC Reports"). As , as of their respective dates, the SEC Reports was timely filed and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations Exchange Act. None of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary to make the statements made 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. (b) The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated financial statements of income, shareholders' equity the Parent included in such SEC Reports and cash flows (including any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the notes thereto) for each published rules and regulations of the three years SEC with respect thereto, have been prepared in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during throughout the periods involved ("GAAP")except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-QSB of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (c) The consolidated Neither the Parent nor any of the Parent Subsidiaries have any direct or indirect Liabilities that were not fully and adequately reflected or reserved against on the balance sheets and sheet or described in the related notes to the audited financial statements of income and cash flows (including in each case Parent. Neither the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved. (d) The Company and the Subsidiaries have no liabilities or obligations Parent nor any Parent Subsidiary has any Knowledge of any nature (whether absolutecircumstance, accruedcondition, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional event or otherwise)arrangement that has taken place at any time that may hereafter give rise to any Liabilities.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof since June 30, 1996 (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, amended (the "Securities Act") and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31June 30, 1998 1996, 1995 and 1997 1994 and the related consolidated statements of income, shareholders' common stockholder's equity and cash flows (including the notes thereto) for each of the three five years in the period ended December 31June 30, 1998 1996 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K Ks for the year years ended December 31June 30, 1998 1996 (the "1996 Form 10-K"), 1995 and 1994 included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods period ended March 31September 30, 1999 1996 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under X, which do not require all the Exchange Actinformation and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the all periods involvedpresented. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Company Terra has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company them with the SEC until since the date hereof of its initial public offering (as amended since the time of their filing and prior to the date of this Agreement, and together with the Terra Registration Statement (as defined below) collectively, the "TERRA SEC ReportsREPORTS")) and has heretofore made available to Lycos complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the Terra SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such Terra SEC Reports, and, as of their respective dates, and none of the Terra SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Terra has previously made available to Lycos copies of the consolidated balance sheets as sheet of Terra and its Subsidiaries for the year ended December 31, 1998 1999, for the six months ended June 30, 1999, and for the fiscal years ended December 31, 1997 and 1998, and the related consolidated statements of income, shareholderschanges in stockholders' equity and cash flows for such periods, as previously provided by Terra to Lycos (including the notes thereto) for each of the three years in the period ended case of information as of or for December 31, 1998 1999) and (for all other information) as reported in Terra's Registration Statement No. 333-89997 on Form F-1 filed 18 27 with the SEC on October 29, 1999, as amended (the "TERRA REGISTRATION STATEMENT"), in each case accompanied by the audit report of Arthxx Xxxexxxx, xxdependent public accountants with respect to Terra. The December 31, 1999 consolidated balance sheet of Terra (including the related notes and schedules theretonotes, where applicable) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present Terra Registration Statement fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company Terra and its consolidated subsidiaries Subsidiaries as of the dates or date thereof, and the other financial statements referred to in this Section 5.5(b) (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Terra and its Subsidiaries for the respective fiscal periods presented or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies in conformity all material respects with United States applicable accounting requirements and with the published rules and regulations of the Spanish Stock Exchange, the CNMV and the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with Spanish generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("SPANISH GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP consistently applied on a consistent basis during the periods involved. , except, in each case, as indicated in such statements or in the notes thereto. The related notes reconciling to U.S. GAAP the consolidated net income and shareholders' equity of Terra and its Subsidiaries comply in all material respects with the requirements of the SEC applicable to such reconciliation. Except as fully reflected or reserved against in the December 31, 1999 consolidated balance sheet of Terra (dincluding the related notes, where applicable) The Company included in the Terra Registration Statement, since December 31, 1999 through to and including the date of this Agreement, neither Terra nor any of its Subsidiaries have no has incurred any liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingentfixed, unmatured, unaccrued, unliquidated, unasserted, conditional contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance and which have not had and would not reasonably be expected to have a Material Adverse Effect on Terra. The books and records of Terra and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Spanish GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until the date hereof since January 1, 1995 (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, 1933 and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 and 1997 1997, 1996, 1995 and the related consolidated statements of income, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1997 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K Ks for the year years ended December 31, 1998 1997 1996 and 1995 included in the SEC Reports present fairly and the consolidated balance sheet as of March 31, 1998 and the related consolidated statements of income, stockholders' equity and cash flows for the quarter ended March 31, 1998 contained in the Form 10-Q for the quarter ended March 31, 1998 and the related consolidated statements of income, stockholders' equity and cash flows for the six months ended June 30, 1998 contained in the Form 10-Q for the quarter ended June 30, 1998 present, fairly, 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 or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q for the periods ended March 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedinvolved except as otherwise noted therein, including the related notes. The audited balance sheet as of December 31, 1997 is herein referred to as the "December Balance Sheet," the unaudited balance sheet as of March 31, 1998 is herein referred to as the "March Balance Sheet," and the unaudited balance sheet as of June 30, 1998 is herein referred to as the "June Balance Sheet." The amounts accrued or reserved for in the December Balance Sheet, the March Balance Sheet and the June Balance Sheet with respect to future costs associated with workers' compensation liabilities, Reclamation Obligations (as hereinafter defined) and Black Lung liabilities (as hereinafter defined) have been accrued or reserved for in accordance with GAAP, consistently applied. The amounts reflected in the December Balance Sheet, the March Balance Sheet and the June Balance Sheet with respect to coal and mineral reserves have been included or will be included in such financial statements in accordance with GAAP, consistently applied. The Company has accrued its and its Subsidiaries' and affiliates' obligations for retiree medical benefits in accordance with Statement of Financial Account Standards No. 106. (c) Since March 31, 1998, except as disclosed in the SEC Reports or the Developments Schedule, there has not been any Material Adverse Effect on the --------------------- Company or any event, condition or development which the Company believes is reasonably likely to result in a Material Adverse Effect on the Company. (d) The Company and the its Subsidiaries have no are not subject to any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional contingent or otherwise) other than (i) arising under contracts or circumstances reflected on or otherwise referred to in the Disclosure Schedules (subject to Section 4.12(c)), (ii) reflected in, reserved against or otherwise disclosed in the December Balance Sheet, March Balance Sheet or June Balance Sheet, or (iii) incurred in the ordinary course of business consistent with past practice.

SEC Reports and Financial Statements. (a) The Company CWM REIT has timely filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements or other documents required to be filed by the Company CWM REIT with the SEC until under Section 13(a), 14 or 15(d) of the date hereof Exchange Act since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and all documents incorporated by reference therein, the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated balance sheets as of December 31, 1998 1995 and 1997 December 31, 1994 and the related consolidated statements of incomeearnings, shareholders' equity -------------------------------------------------------------------------------- and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1995 (including the related notes and schedules thereto) of the Company CWM REIT contained in the Company's its Form 10-K for the year ended December 31, 1998 1995 included in the SEC Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto -------------------------------------------------------------------------------- A-17 and present fairly fairly, in all material respects, the consolidated financial position and the consolidated position, results of operations and cash flows of the Company and CWM REIT, its consolidated subsidiaries and Indy Mac as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles consistently applied on a consistent basis as of and during the periods involved ("GAAP")involved, except as otherwise noted in the auditors' report or in the notes thereto. (c) The consolidated balance sheets and the related statements of income earnings and cash flows (including in each case the related notes thereto) of the Company CWM REIT contained in the its Forms 10-Q for the periods ended September 30, 1996, June 30, 1996 and March 31, 1999 1996 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of CWM REIT, its consolidated subsidiaries and Indy Mac as of the dates or for the periods presented therein in conformity with GAAP consistently applied during the periods involved except as otherwise noted in the notes thereto, and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involvedsuch fair presentation. (d) The Company and Since September 30, 1996, there have not been any changes in the Subsidiaries have no liabilities business, operations, properties, assets or obligations of any nature (whether absoluteconditions, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional financial or otherwise), of CWM REIT that would, individually or in the aggregate, have a Material Adverse Effect on CWM REIT.

SEC Reports and Financial Statements. (a) The Except as set forth on Schedule 2.07, the Company has filed on a timely basis with the SEC United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, registration statements, definitive proxy or information statements and definitive proxy statements other documents required to be filed by the Company with the SEC until since January 1, 2001 (as they have been amended since the date hereof (time of their filing, and including any documents filed as exhibits thereto as well as any Form 8-Ks that have been filed with or furnished to the "SEC, collectively, the “SEC Reports"”). As of their respective dates, the except as set forth in Schedule 2.07, each SEC Reports Report (including, without limitation, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or and the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, that are or were applicable to such SEC ReportsReport, and, as of their respective dates, and none of the SEC Reports contained when filed or contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any Boreta Party has ever been the subject of an investigation or action brought by the SEC nor been issued any fine, penalty, punishment or other disciplinary action by the SEC. (c) The consolidated balance sheets of the Company as of December 31, 1998 2003 and 1997 December 31, 2002 and the related consolidated statements of incomeoperations, shareholders' stockholders’ equity and cash flows (including the notes thereto) for each of the three two fiscal years in the period ended December 31, 1998 2003 (including the related notes and schedules thereto) of the Company contained in the Company's ’s Annual Report on Form 10-K KSB for the fiscal year ended December 31, 1998 included 2003, as amended present fairly, in the SEC Reports present fairly all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein. (cd) Except as reflected, reserved against or otherwise disclosed in the financial statements (including the related notes and schedules thereto) of the Company included in the SEC Reports, the Company has no liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be set forth in a balance sheet of the Company under GAAP. (e) The consolidated Company’s unaudited balance sheets sheet as of September 30, 2004, and the related statements of income operations, stockholders’ equity and cash flows (including in each case for the related notes thereto) of the Company nine months then ended, contained in the Forms Company’s quarterly report on Form 10-Q QSB for the periods fiscal quarter ended March 31September 30, 1999 included 2004 present fairly, in the SEC Reports all material respects (collectivelysubject to normal year-end adjustments), the "Quarterly Financial Statements") have been prepared in accordance with financial position and the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date or for the period periods presented therein in conformity accordance with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein (including the related notes and schedules thereto). (df) The Piercy, Bowler, Xxxxxx & Xxxx, who have expressed their opinion with respect to the financial statements of the Company included in the SEC reports (including the related notes), are independent public or certified public accountants as required by the Securities Act and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)Exchange Act.

SEC Reports and Financial Statements. (a) The Since December 21, 2006, the Company has timely filed with the SEC Securities and Exchange Commission (“SEC”) all forms, reports, schedules, registration statements forms and definitive proxy statements documents required to be filed by it (any such forms or documents filed since December 21, 2006 are collectively referred to as the “Company with SEC Documents”) under the SEC until the date hereof Securities Act of 1933 (the "SEC Reports"“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, none of the SEC Reports contained Documents (i) 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 made therein, 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 the Securities Act, as applicable, and the applicable rules and regulations of the SEC thereunder. The consolidated balance sheets as of December 31financial statements included in the Company SEC Documents (such financial statements, 1998 and 1997 and the related consolidated statements of income, shareholders' equity and cash flows (including the notes thereto, the “Financial Statements”) for each of have been prepared in accordance with GAAP applied on a consistent basis during the three years periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in the period ended December 31, 1998 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports present fairly all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of at the dates thereof or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis therein. The Company SEC Documents contain the consolidated balance sheet of the Company dated as of and during as at December 31, 2006 (the periods involved ("GAAP"). (c“Balance Sheet”) The consolidated balance sheets and the related consolidated statements of income income, consolidated statements of cash flow and cash flows (including in each case the related notes thereto) consolidated statements of the Company contained in the Forms 10-Q stockholders’ equity for the periods fiscal quarter ended March December 31, 1999 included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period presented therein in conformity with GAAP applied on a consistent basis during the periods involved2006. (d) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)

SEC Reports and Financial Statements. (a) The Since December 31, 1994, the Company has filed all required forms, reports and documents with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it pursuant to the Company with Securities Act and the SEC until the date hereof Exchange Act (hereinafter collectively referred to as the "SEC Company Reports"). As , all of their respective dates, the SEC Reports which have --------------- complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations Exchange Act. The Company has previously made available to Parent copies of all such Company Reports. (b) None of the SEC promulgated thereunder applicable, as the case may be, to such SEC Company Reports, andincluding, as of their respective dateswithout limitation, none of any financial statements or schedules included therein, at the SEC Reports time filed, 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 made therein, in light of the circumstances under which they were made, not misleading. (bc) The Except as set forth on Schedule 3.06 hereto, the ------------- consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows changes in financial position (including the notes thereto) for each of the three years in the period ended December 31including, 1998 (including without limitation, the related notes and schedules thereto) of the Company and the Subsidiaries included in the financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 included 1997 and in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied Company's Quarterly Report on a consistent basis as of and during the periods involved ("GAAP"). (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms Form 10-Q for the periods quarter ended March 31, 1999 included 1998 present fairly, in the SEC Reports (collectivelyall material respects, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, results of operations and cash flows position of the Company and its the Subsidiaries as of their respective dates, and the results of consolidated Subsidiaries operations and changes in consolidated financial position for the period presented therein periods then ended, all in conformity with GAAP generally accepted accounting principles ("GAAP") applied ---- on a consistent basis during basis, except as otherwise noted therein, and subject in the periods involved. (d) The Company case of unaudited interim financial statements to normal year-end audit adjustments and the Subsidiaries have no liabilities or obligations absence of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)notes thereto.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by the Company with the SEC until through the date hereof (the "SEC Reports"). As of their respective datesdates and except as subsequently amended prior to the date hereof, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and, as of their respective dates, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) The consolidated balance sheets as of December 31, 1998 2000 and 1997 2001 and the related consolidated statements of incomeoperations, shareholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 2001 and for the period from inception (August 7, 1995) to December 31, 2001 (including the related notes and schedules thereto) of the Company contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 2001 (the "Form 10-K") included in the SEC Reports present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles applied on a consistent basis as of and during the periods involved ("GAAP"). (cii) The consolidated balance sheets sheet as of December 31, 2001 and the related statements of income operations, shareholders' deficit and cash flows (including in each case the related notes thereto) for the period from formation (November 30, 1999) to December 31, 2001 of the Company Depomed Development, Ltd. contained in the Forms Form 10-Q for the periods ended March 31, 1999 K included in the SEC Reports (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly and do present fairly the consolidated financial position, position and the results of operations and cash flows of Depomed Development, Ltd. as of the Company and its consolidated Subsidiaries dates or for the period periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedGAAP. (dc) The Company and the Subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)) except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at December 31, 2001 included in the Form 10-K (the "Company Balance Sheet") or (ii) which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements (the "Company SEC Reports") required to be filed by the Company it with the SEC until the date hereof (the "SEC Reports")since November 1, 1995. As of their respective dates, the Company SEC Reports Reports, as the same have been amended, complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amendedthe case may be, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, applicable to such Company SEC Reports, and, as Reports in all material respects. As of their respective dates, none dates and as of the date any information from such Company SEC Reports contained has been incorporated by reference, the 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all contracts, agreements and other documents or instruments required to be filed as exhibits to the Company SEC Reports. (b) The consolidated balance sheets of the Company as of December 31, 1999 and 1998 and 1997 and the related consolidated statements of incomeearnings, shareholdersstockholders' equity and cash flows (including the notes thereto) for each of the three years in the period ended December 31, 1998 1999 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1998 included in the SEC Reports 1999 present fairly fairly, all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis as of and during the periods involved ("GAAP")except as otherwise noted therein, including in the related notes. (c) The consolidated balance sheets and the related statements of income earnings and cash flows (including including, in each case case, the related notes thereto) of the Company contained in the Forms Form 10-Q for the quarterly periods ended March 3130 and June 30, 1999 included 2000 and the balance sheets and the related statements of earnings and cash flows as of September 30, 2000 contained in the SEC Reports Company's press release dated October 17, 2000 (collectively, the "Quarterly Financial Statements") have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X under the Exchange Act. X. The Quarterly Financial Statements reflect all adjustments, which include only normal recurring adjustments, adjustments necessary to present fairly in accordance with GAAP (except as indicated therein and do present fairly except for the absence of footnotes), in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries for the period all periods presented therein in conformity with GAAP applied on a consistent basis during the periods involvedtherein. (d) Except as set forth in the Company's Form 10-K, Form 10-Q or Quarterly Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2000, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the September 30, 2000 Quarterly Financial Statements. The Company maintains and the Subsidiaries have no liabilities or obligations will continue to maintain a standard system of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise)accounting established and administered in accordance with GAAP and applicable Law.