Common use of SEC Reports, Financial Statements and Utility Reports Clause in Contracts

SEC Reports, Financial Statements and Utility Reports. (i) The Company has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2005, pursuant to the Exchange Act or the Securities Act (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company SEC Documents”). The Company SEC Documents, as of their respective dates of filing (giving effect to any amendments or supplements thereto), (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 as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The audited consolidated financial statements and the unaudited quarterly financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filing, have been prepared in accordance with GAAP, except as may be indicated in the notes thereto or, in the case of such unaudited statements, as permitted by Form 10-Q and Form 8-K of the SEC, and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments), in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (ii) All filings (other than immaterial filings) required to be made by the Company or its Subsidiaries since January 1, 2005 under the 1935 Act, the Federal Power Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and applicable state Laws have been filed with the SEC, the FERC, the Federal Communications Commission, the Department of Energy, the MPSC, the NPSC or the SDPUC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would not have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the Company’s audited consolidated financial statements or other Company SEC Documents.

SEC Reports, Financial Statements and Utility Reports. (ia) The Company has EUA delivered to NEES prior to the exexxxxon of this Agreement a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by EUA or any of its Subsidiaries with the SEC all formsSecurities and Exchange Commission (the "SEC") under the Securities Act of 1933, reportsas amended, schedulesand the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, statements as amended, and other documents required to be filed by it the rules and regulations thereunder (the "Exchange Act") since December 31, 20051995 (as such documents have since the time of their filing been amended or supplemented, pursuant the "EUA SEC Reports"), which are all the documents (other than preliminary materials) that EUA and its Subsidiaries were required to file with the SEC under the Securities Act and the Exchange Act or since such date. As of their respective dates, EUA SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act (such formsor the Exchange Act, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company SEC Documents”). The Company SEC Documentscase may be , as of their respective dates of filing and (giving effect to any amendments or supplements thereto), (xii) 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 as to form in all material respects with the applicable requirements misleading. Each of the Exchange Act and the Securities Act, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in EUA SEC Reports (the Company SEC Documents comply "EUA Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with U.S. generally accepted accounting principles ("US GAAP, ") applied on a consistent basis during the periods involve d (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustmentsadjustments (which are not expected to be, individually or in the aggregate, materially adverse to EUA and its Subsidiaries taken as a whole), in all material respects, ) the consolidated financial position of the Company EUA and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the EUA Disclosure Letter, each Subsidiary of EUA is treated as a consolidated subsidiary of EUA in EUA Financial Statements for all periods covered thereby. (iib) All filings (other than immaterial filings) required to be made by the Company EUA or any of its Subsidiaries since January 1December 31, 2005 1995, under the Public Utility Holding Company Act of 1935 (the "1935 Act"), the Federal Power Act, as amendedthe Atomic Energy Act of 1954, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and applicable state Laws laws and regulations, have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Department of Energy (the "DOE"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications CommissionCommission (the "FCC") or any appropriate state public utility commissions (including, without limitation, to the extent required, the Department state public utility regulatory agencies of EnergyMassachusetts, the MPSCRhode Island, the NPSC or the SDPUCNew Hampshire, Maine, Vermont and Connecticut as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffstariff s, franchises, service agreements and related documents and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the applicable statute appropriate statutes and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would not have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the Company’s audited consolidated financial statements or other Company SEC Documents.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Duke and its subsidiaries have filed with the SEC all formseach form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed by it since December 31, 2005, Duke or any of its subsidiaries pursuant to the Exchange Securities Act or the Securities Exchange Act with the SEC since January 1, 2002 (as such formsdocuments have since the time of their filing been amended or supplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company "Duke SEC Documents”Reports"). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto), the Duke SEC Reports (xA) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect applicable, SOX and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Duke and the principal financial officer of Duke (yor each former principal executive officer of Duke and each former principal financial officer of Duke, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Duke SEC Reports. For purposes of the Merger)preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Duke nor any of its subsidiaries has arranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Duke SEC Documents comply Reports (the "Duke Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with GAAP, GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Duke) the consolidated financial position of the Company Duke and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Duke or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Act, the Federal Power Act, as amendedthe Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDOE, the Department of EnergyNRC, the MPSCFCC or any applicable state public utility commissions (including, to the NPSC or the SDPUCextent required, NCUC and PSCSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Duke. (iiiv) Neither The management of Duke has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision to ensure that material information relating to Duke, including its consolidated subsidiaries, is made known to the management of Duke by others within those entities, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Duke's outside auditors and the audit committee of the Board of Directors of Duke (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Duke's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Duke's internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Duke SEC Report has been so disclosed. (vi) Since December 31, 2004, (x) neither Duke nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purpose of this Section 3.02(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Duke, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Duke or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Duke or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Duke or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Duke, no attorney representing Duke or other Company SEC Documentsany of its subsidiaries, whether or not employed by Duke or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Duke or any of its officers, directors, employees or agents to the Board of Directors of Duke or any committee thereof or, to any director or Executive Officer of Duke.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Cinergy and its subsidiaries have filed with the SEC all formseach form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed by it since December 31, 2005, Cinergy or any of its subsidiaries pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) or the Exchange Act with the SEC since January 1, 2002 (as such documents have since the time of their filing been amended or the Securities Act (such formssupplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company Cinergy SEC DocumentsReports”). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto, the Cinergy SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (xB) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Cinergy and the principal financial officer of Cinergy (yor each former principal executive officer of Cinergy and each former principal financial officer of Cinergy, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Cinergy SEC Reports. For purposes of the Merger)preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Cinergy nor any of its subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Cinergy SEC Documents comply Reports (the “Cinergy Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP, ”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are note expected to be, individually or in all material respectsthe aggregate, materially adverse to Cinergy) the consolidated financial position of the Company Cinergy and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Cinergy or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Act, the Federal Power Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDepartment of Energy (the “DOE”), the Department of EnergyFCC or any applicable state public utility commissions (including, to the MPSCextent required, the NPSC or the SDPUCPUCO, IURC and KPSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Cinergy. (iiiv) Neither The management of Cinergy has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to Cinergy, including its consolidated subsidiaries, is made known to the management of Cinergy by others within those entities, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Cinergy’s outside auditors and the audit committee of the Board of Directors of Cinergy (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Cinergy’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cinergy’s internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Cinergy SEC Report has been so disclosed. (vi) Since December 31, 2004, (x) neither Cinergy nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Cinergy, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Cinergy or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cinergy or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Cinergy or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Cinergy, no attorney representing Cinergy or other Company SEC Documentsany of its subsidiaries, whether or not employed by Cinergy or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Cinergy or any of its officers, directors, employees or agents to the Board of Directors of Cinergy or any committee thereof or to any director or Executive Officer of Cinergy.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Constellation and its subsidiaries have filed with the SEC all formsor furnished each form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed or furnished by it since December 31, 2005, Constellation or any of its subsidiaries pursuant to the Securities Act of 1933 and the rules and regulations thereunder (the “Securities Act”) or the Exchange Act with the SEC since January 1, 2002 (as such documents have since the time of their filing or the Securities Act (such formsfurnishment been amended or supplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company Constellation SEC DocumentsReports”). The Company SEC Documents, as As of their respective dates of filing (dates, and after giving effect to any amendments or supplements thereto), the Constellation SEC Reports (xA) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent in effect and applicable, the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer and the principal financial officer of Constellation and Baltimore Gas and Electric Company (y“BGE”) complied (or each former principal executive officer and principal financial officer of Constellation and BGE, as to form in applicable) has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Constellation SEC Reports. For purposes of the Merger)preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Constellation nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Constellation SEC Documents comply Reports (the “Constellation Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto thereto, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as in effect on the date of filing, have been prepared in accordance with GAAP, respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Constellation) the consolidated financial position of the Company Constellation and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Constellation or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Power Act, the Federal Power Atomic Energy Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and applicable state Laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDepartment of Energy (the “DOE”), the Department of EnergyNRC, the FCC or any applicable state public utility commissions (including, to the extent required, the MPSC, the NPSC or the SDPUC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining pertaining thereto, including all rates, tariffs, franchises, service agreements and related documents documents, and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Constellation. (iiiv) Neither The management of Constellation has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating to Constellation, including its consolidated subsidiaries, is made known to the management of Constellation by others within those entities. Since the date of the filing of Constellation’s most recent quarterly report on Form 10-Q for the quarter ended September 30, 2005, Constellation’s outside auditors and the audit committee of the Board of Directors of Constellation have not been advised of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect Constellation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Constellation’s internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Constellation SEC Report has been so disclosed. (vi) Since December 31, 2004, (A) neither Constellation nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of Constellation, any joint venturedirector, off-balance sheet partnership officer, employee, auditor, accountant or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any representative of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Constellation or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Constellation or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Constellation or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Companyforegoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of Constellation, no attorney representing Constellation or any of its subsidiaries, whether or not employed by Constellation or any of its subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Constellation or any of its officers, directors, employees or agents to the Board of Directors of Constellation or any committee thereof or to any director or executive officer of Constellation. (vii) Except for BGE, none of Constellation’s audited consolidated financial statements subsidiaries is, or other Company has at any time since January 1, 2003, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (viii) Constellation is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 (as amended by SEC DocumentsRel. No. 33-8591 as published in Vol. 70, No. 147 of the Federal Register, page 44722 et. seq. (August 3, 2005)) of the Securities Act.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Duke and its subsidiaries have filed with the SEC all formseach form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed by it since December 31, 2005, Duke or any of its subsidiaries pursuant to the Exchange Securities Act or the Securities Exchange Act with the SEC since January 1, 2002 (as such formsdocuments have since the time of their filing been amended or supplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company Duke SEC DocumentsReports”). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto), the Duke SEC Reports (xA) complied as to form in all material respects with the requirements of the Securities Actor the Exchange Act, if applicable, as the case may be, and, to the extent in effect applicable, SOX and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Duke and the principal financial officer of Duke (yor each former principal executive officer of Duke and each former principal financial officer of Duke, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Duke SEC Reports. For purposes of the Merger)preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Duke nor any of its subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Duke SEC Documents comply Reports (the “Duke Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with GAAP, GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Duke) the consolidated financial position of the Company Duke and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Duke or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Act, the Federal Power Act, as amendedthe Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDOE, the Department of EnergyNRC, the MPSCFCC or any applicable state public utility commissions (including, to the NPSC or the SDPUCextent required, NCUC and PSCSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Duke. (iiiv) Neither The management of Duke has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision to ensure that material information relating to Duke, including its consolidated subsidiaries, is made known to the management of Duke by others within those entities, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Duke’s outside auditors and the audit committee of the Board of Directors of Duke (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Duke’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Duke’s internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Duke SEC Report has been so disclosed. (vi) Since December 31, 2004, (x) neither Duke nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purpose of this Section 3.02(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Duke, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Duke or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Duke or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Duke or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Duke, no attorney representing Duke or other Company SEC Documentsany of its subsidiaries, whether or not employed by Duke or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Duke or any of its officers, directors, employees or agents to the Board of Directors of Duke or any committee thereof or, to any director or Executive Officer of Duke.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has FPL Group and its subsidiaries have filed with the SEC all formsor furnished each form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed or furnished by it since December 31, 2005, FPL Group or any of its subsidiaries pursuant to the Exchange Securities Act or the Securities Exchange Act with the SEC since January 1, 2002 (as such formsdocuments have since the time of their filing or furnishment been amended or supplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company FPL Group SEC DocumentsReports”). The Company SEC Documents, as As of their respective dates of filing (dates, and after giving effect to any amendments or supplements thereto), the FPL Group SEC Reports (xA) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent in effect and applicable, the requirements of SOX and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer and the principal financial officer of FPL Group and Florida Power & Light Company (y“FPL”) complied (or each former principal executive officer and principal financial officer of FPL Group and FPL, as to form in applicable) has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement FPL Group SEC Reports. For purposes of the Merger)preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither FPL Group nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company FPL Group SEC Documents comply Reports (the “FPL Group Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto thereto, were prepared in accordance with GAAP as in effect on the date of filing, have been prepared in accordance with GAAP, respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to FPL Group) the consolidated financial position of the Company FPL Group and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company FPL Group or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Power Act, the Federal Power Atomic Energy Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and applicable state Laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDOE, the Department of EnergyNRC, the MPSCFCC or any applicable state public utility commissions (including, to the extent required, the NPSC or the SDPUCFPSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining pertaining thereto, including all rates, tariffs, franchises, service agreements and related documents documents, and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on FPL Group. (iiiv) Neither The management of FPL Group has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating FPL Group, including its consolidated subsidiaries, is made known to the management of FPL Group by others within those entities. Since the date of the filing of FPL Group’s most recent quarterly report on Form 10-Q for the quarter ended September 30, 2005, to FPL Group’s outside auditors and the audit committee of the Board of Directors of FPL Group have not been advised of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could reasonably be expected to adversely affect FPL Group’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in FPL Group’s internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any FPL Group SEC Report has been so disclosed. (vi) Since December 31, 2004, (A) neither FPL Group nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of FPL Group, any joint venturedirector, off-balance sheet partnership officer, employee, auditor, accountant or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any representative of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company FPL Group or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FPL Group or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that FPL Group or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Companyforegoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of FPL Group, no attorney representing FPL Group or any of its subsidiaries, whether or not employed by FPL Group or any of its subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by FPL Group or any of its officers, directors, employees or agents to the Board of Directors of FPL Group or any committee thereof or to any director or executive officer of FPL Group. (vii) Except for FPL, none of FPL Group’s audited consolidated financial statements subsidiaries is, or other Company has at any time since January 1, 2003, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (viii) FPL Group is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 (as amended by SEC DocumentsRel. No. 33-8591 as published in Vol. 70, No. 147 of the Federal Register, page 44722 et. seq. (August 3, 2005)) of the Securities Act.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Cinergy and its subsidiaries have filed with the SEC all formseach form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed by it since December 31, 2005, Cinergy or any of its subsidiaries pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") or the Exchange Act with the SEC since January 1, 2002 (as such documents have since the time of their filing been amended or supplemented, the Securities Act (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company "Cinergy SEC Documents”Reports"). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto, the Cinergy SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect and applicable, the Sarbanes-Oxley Act of 2002 ("SOX"), and (xB) did not contain any untrue statement uxxxxx xxxxxxxxt of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Cinergy and the principal financial officer of Cinergy (yor each former principal executive officer of Cinergy and each former principal financial officer of Cinergy, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Cinergy SEC Reports. For purposes of the Merger)preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Cinergy nor any of its subsidiaries has arranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Cinergy SEC Documents comply Reports (the "Cinergy Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP, ") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Cinergy) the consolidated financial position of the Company Cinergy and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Cinergy or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Act, the Federal Power Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDepartment of Energy (the "DOE"), the Department of EnergyFCC or any applicable state public utility commissions (including, to the MPSCextent required, the NPSC or the SDPUCPUCO, IURC and KPSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Cinergy. (iiiv) Neither The management of Cinergy has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to Cinergy, including its consolidated subsidiaries, is made known to the management of Cinergy by others within those entities, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Cinergy's outside auditors and the audit committee of the Board of Directors of Cinergy (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Cinergy's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cinergy's internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Cinergy SEC Report has been so disclosed. (vi) Since December 31, 2004, (x) neither Cinergy nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Cinergy, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Cinergy or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cinergy or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Cinergy or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Cinergy, no attorney representing Cinergy or other Company SEC Documentsany of its subsidiaries, whether or not employed by Cinergy or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Cinergy or any of its officers, directors, employees or agents to the Board of Directors of Cinergy or any committee thereof or to any director or Executive Officer of Cinergy.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Duke and its subsidiaries have filed with the SEC all formsor furnished each form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed or furnished by it since December 31, 2005, Duke or any of its subsidiaries pursuant to the Exchange Securities Act or the Securities Exchange Act with the SEC since January 1, 2007 (as such formsdocuments have since the time of their filing been amended or supplemented, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company Duke SEC DocumentsReports”). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto), the Duke SEC Reports (xA) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, if applicable, as the case may be, and, to the extent applicable, SOX and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Duke and the principal financial officer of Duke (yor each former principal executive officer of Duke and each former principal financial officer of Duke, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Duke SEC Reports. For purposes of the Merger)preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Duke nor any of its subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Duke SEC Documents comply Reports (the “Duke Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on at the date time of filingfiling or furnishing the applicable Duke SEC Report, have been were prepared in accordance with GAAP, GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Duke) the consolidated financial position of the Company Duke and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Duke or any of its Subsidiaries subsidiaries since January 1, 2005 2007, under the 1935 2005 Act, the Federal Power Act, as amendedthe Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDOE, the Department of EnergyNRC, the MPSCFCC or any applicable state public utility commissions (including, to the NPSC or the SDPUCextent required, NCUC, PSCSC, PUCO, IURC and KPSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents documents, and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Duke. (iiiv) Neither Duke has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Company Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Duke (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by Duke in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Duke’s management as appropriate to allow timely decisions regarding required disclosure, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Duke’s outside auditors and the audit committee of the Board of Directors of Duke (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Duke’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Duke’s internal control over financial reporting. Since December 31, 2006, any material change in internal control over financial reporting required to be disclosed in any Duke SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Duke nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purposes of this Section 3.02(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Duke, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Duke or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Duke or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2006, including any material complaint, allegation, assertion or claim that Duke or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Duke, no attorney representing Duke or other Company SEC Documentsany of its subsidiaries, whether or not employed by Duke or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2006, by Duke or any of its officers, directors, employees or agents to the Board of Directors of Duke or any committee thereof or, to any director or Executive Officer of Duke.

SEC Reports, Financial Statements and Utility Reports. (ia) The Company has delivered to ScottishPower a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 20051995 (as such documents have since the time of their filing been amended or supplemented, pursuant the "Company SEC Reports"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the Exchange SEC since such date. As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Act (such formsExchange Act, reportsif applicable, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company SEC Documents”). The Company SEC Documentscase may be, as of their respective dates of filing and (giving effect to any amendments or supplements thereto), (xii) 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 as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger)misleading. The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company SEC Documents comply Reports (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with GAAP, U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustmentsadjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole), in all material respects, ) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.. Except as set forth in Section (iib) All material filings (other than immaterial filings) required to be made by the Company or any of its Subsidiaries since January 1December 31, 2005 1995, under the 1935 Act, the Federal Power Act (the "Power Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, ") and applicable state Laws laws and regulations, have been filed with the SEC, Federal Energy Regulatory Commission (the "FERC, the Federal Communications Commission"), the Department of EnergyEnergy (the "DOE") or any appropriate state public utilities commission (including, without limitation, the MPSCstate utility regulatory agencies of California, the NPSC or the SDPUCIdaho, Montana, Oregon, Utah, Washington and Wyoming), as the case may be, including all material written forms, statements, reports, agreements (oral or written) and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents and all such filings documents, complied, as of their respective dates, in all material respects with all applicable requirements of the applicable appropriate statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would not have a Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the Company’s audited consolidated financial statements or other Company SEC Documents.

SEC Reports, Financial Statements and Utility Reports. (i) The Company has Cinergy and its subsidiaries have filed with the SEC all formseach form, reportsreport, schedulesschedule, statements registration statement, registration exemption, if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed by it since December 31, 2005, Cinergy or any of its subsidiaries pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") or the Exchange Act with the SEC since January 1, 2002 (as such documents have since the time of their filing been amended or supplemented, the Securities Act (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company "Cinergy SEC Documents”Reports"). The Company SEC Documents, as As of their respective dates of filing (dates, after giving effect to any amendments or supplements thereto, the Cinergy SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act of 2002 ("SOX"), and (xB) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. (ii) Each of the principal executive officer of Cinergy and the principal financial officer of Cinergy (yor each former principal executive officer of Cinergy and each former principal financial officer of Cinergy, as applicable) complied as to form in has made all material respects with the applicable requirements of certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the Securities Act, as rules and regulations of the case may be, and, SEC promulgated thereunder with respect to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (it being understood that the foregoing does not cover future events resulting from public announcement Cinergy SEC Reports. For purposes of the Merger)preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither Cinergy nor any of its subsidiaries has arranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (iii) The audited consolidated financial statements and the unaudited quarterly interim consolidated financial statements of (including, in each case, the Company notes, if any, thereto) included in the Company Cinergy SEC Documents comply Reports (the "Cinergy Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect on the date of filingthereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP, ") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of such and except with respect to unaudited statements, statements as permitted by Form 10-Q and Form 8-K of the SEC, ) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments)adjustments that were not or are not expected to be, individually or in all material respectsthe aggregate, materially adverse to Cinergy) the consolidated financial position of the Company Cinergy and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iiiv) All filings (other than immaterial filings) required to be made by the Company Cinergy or any of its Subsidiaries subsidiaries since January 1, 2005 2002, under the 1935 Act, the Federal Power Act, as amended, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, 1934 and applicable state Laws laws and regulations, have been filed with the SEC, the FERC, the Federal Communications CommissionDepartment of Energy (the "DOE"), the Department of EnergyFCC or any applicable state public utility commissions (including, to the MPSCextent required, the NPSC or the SDPUCPUCO, IURC and KPSC), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, would have not had and could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Cinergy. (iiiv) Neither The management of Cinergy has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to Cinergy, including its consolidated subsidiaries, is made known to the management of Cinergy by others within those entities, and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Cinergy's outside auditors and the audit committee of the Board of Directors of Cinergy (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Cinergy's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cinergy's internal control over financial reporting. Since December 31, 2004, any material change in internal control over financial reporting required to be disclosed in any Cinergy SEC Report has been so disclosed. (vi) Since December 31, 2004, (x) neither Cinergy nor any of its Subsidiaries is a party tosubsidiaries nor, or has any commitment to become a party tothe knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), any joint venture, off-balance sheet partnership or similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as such term is defined in Item 303(aSection 3b-7 of the Exchange Act) of Regulation S-K Cinergy, any director, officer, employee, auditor, accountant or representative of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Cinergy or any of its Subsidiariessubsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Cinergy or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2004, including any material complaint, allegation, assertion or claim that Cinergy or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the Company’s audited consolidated financial statements foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Cinergy, no attorney representing Cinergy or other Company SEC Documentsany of its subsidiaries, whether or not employed by Cinergy or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2004, by Cinergy or any of its officers, directors, employees or agents to the Board of Directors of Cinergy or any committee thereof or to any director or Executive Officer of Cinergy.