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

SEC Reports, Financial Statements and Utility Reports. (i) Progress and its subsidiaries have filed or furnished each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed or furnished by Progress 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, 2007 (as such documents have since the time of their filing been amended or supplemented, the “Progress SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto, the Progress SEC Reports (A) 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, 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. (ii) Each of the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Progress SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Progress 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 unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Progress SEC Reports (the “Progress Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of filing or furnishing the applicable Progress SEC Report, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to Progress) the consolidated financial position of Progress and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (iv) All filings (other than immaterial filings) required to be made by Progress or any of its subsidiaries since January 1, 2007, under the 2005 Act, the Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934 and applicable state laws and regulations, have been filed with the SEC, the FERC, the Department of Energy (the “DOE”), the FCC or any applicable state public utility commissions (including, to the extent required, NCUC, PSCSC and FPSC), 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, have not had and could not reasonably be expected to have a material adverse effect on Progress. (v) Progress 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 Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Progress (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 Progress 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 Progress’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 Progress’s outside auditors and the audit committee of the Board of Directors of Progress (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 Progress’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 Progress’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 Progress SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress or any of its subsidiaries 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 Progress 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 Progress or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progress.

SEC Reports, Financial Statements and Utility Reports. (ia) Progress The Company and each of its subsidiaries have Subsidiaries has filed or furnished each formall forms, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement documents and other document (together with all amendments thereof and supplements thereto) reports required to be filed or furnished by Progress or any of its subsidiaries pursuant to it with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActSEC”) or the Exchange Act with the SEC since January 1, 2007 2010 (as such documents have since the time of their filing been amended or supplemented, the “Progress Company SEC ReportsDocuments”). As of their respective datesdates or, after giving effect to any amendments or supplements theretoif amended, as of the date of such amendment, the Progress Company SEC Reports (A) Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, if applicable, as the case may be, and, to and the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)applicable rules and regulations promulgated thereunder, and (B) did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since March 18, 2011 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. As of the date of this Agreement, other than The Dayton Power and Light Company (“DP&L”), none of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (iib) Each The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, Exchange Act) as applicable) has made all certifications required by Rule 13a-14 13a-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or 15d-14 furnishes under the Exchange Act or is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations all such required certifications have been made. The Company’s management has completed an assessment of the SEC promulgated thereunder effectiveness of the Company’s internal control over financial reporting in compliance with respect the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended December 31, 2010, and such assessment concluded that such controls were effective. Neither the Company nor, to the Progress SEC Reports. For purposes knowledge of the preceding sentenceCompany, the Company’s independent registered public accounting firm, has identified or been made aware of “principal executive officersignificant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and “principal procedures which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial officer” shall have the meanings given to such terms data, in SOX. Since January 1, 2007, neither Progress nor any of its subsidiaries each case which has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOXnot been subsequently remediated. (iiic) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including all related notes and schedules) of the notes, if any, thereto) Company included in the Progress Company SEC Reports (the “Progress Financial Statements”) Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto then in effect effect, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the time respective dates thereof, and the consolidated results of filing their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that were not or furnishing are not expected to be, individually or in the applicable Progress SEC Reportaggregate, materially adverse to the Company), and 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 and except with respect thereto). (d) Prior to unaudited statements as permitted by Form 10-Q the date of the SEC) and fairly present (subjectAgreement, in the case Company has made available to Parent copies of the unaudited interim following financial statements, to normalin each case together with the exhibits, recurring year-end audit adjustments that schedules and notes thereto and any affirmations and certifications filed therewith: the audited annual financial statements of Miami Valley Insurance Company (the "Captive Insurer"), as filed with the Vermont Department of Banking, Insurance, Securities & Health Care Administration (the "Vermont Department"), as of and for the years ended December 31, 2009 and 2008 (the "Captive Insurer Financial Statements"). The Captive Insurer Financial Statements (1) were not or derived from and are not expected to beconsistent in all material respects with the books and records of the Captive Insurer, individually (2) were prepared in all material respects with all applicable Laws and GAAP, applied in each case on a consistent basis during the periods involved (except as may be indicated therein or in the aggregatenotes thereto), materially adverse to Progress(3) fairly present, in all material respects, the consolidated financial position of Progress and its consolidated subsidiaries as of the respective Captive Insurer at the dates thereof and the consolidated results of their operations operations, capital and cash flows surplus of the Captive Insurer for the respective periods then endedended and (4) were prepared in compliance with the internal control procedures of the Captive Insurer and/or Parent. No material deficiency has been asserted by any Governmental Entity with respect to any of the Captive Insurer Financial Statements. (ive) The liabilities for unpaid losses and loss adjustment expenses of the Captive Insurer recorded in the Captive Insurer Financial Statements, as of their respective dates: (1) have been computed in accordance with presently accepted actuarial standards consistently applied and were fairly stated, in accordance with sound actuarial principles and (2) have complied in all material respects with applicable Law and regulatory requirements of the Vermont Department. (f) All filings (other than immaterial filings) required to be made by Progress the Company or any of its subsidiaries Subsidiaries since January 1, 20072009, with the FERC under the 2005 ActFPA or the Public Utility Holding Company Act of 2005, the Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934 and applicable state laws and regulations, have been filed with the SEC, the FERCNorth American Electric Reliability Corporation, the Department of Energy (Energy, any regional transmission organization and the “DOE”), the FCC or any PUCO under applicable state public utility commissions (including, to the extent required, NCUC, PSCSC and FPSC)Law, as the case may be, have been made, 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 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 applicable requirements of the applicable statute statutes and the rules and regulations thereunder, would not reasonably be expected to have, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on ProgressCompany Material Adverse Effect. (vg) Progress Neither the Company nor any of its Subsidiaries is a party to, or has designed any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and maintains a system of internal control over financial reporting any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance-sheet arrangement” (as defined in Rules 13a–15(fItem 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries or affiliates. (h) The proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholders’ Meeting (including any amendment or supplement thereto or document incorporated by reference therein) (the “Proxy Statement”) shall not, (i) on the date the Proxy Statement is first mailed to shareholders of the Company, or (ii) at the time of the Company Shareholders’ Meeting or (iii) on the date the Proxy Statement is filed with the SEC, contain any statement which, at the time and 15d–15(f) in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders’ Meeting or subject matter which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act) sufficient . Notwithstanding the foregoing, the Company makes no representation with respect to provide reasonable assurances regarding the reliability statements made or incorporated by reference therein based on information supplied by or on behalf of financial reporting. Progress (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 Parent or Merger Sub for inclusion or incorporation by Progress reference 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 Progress’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 Progress’s outside auditors and the audit committee of the Board of Directors of Progress (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 Progress’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 Progress’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 Progress SEC Report has been so disclosedProxy Statement. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress or any of its subsidiaries 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 Progress 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 Progress or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progress.

SEC Reports, Financial Statements and Utility Reports. (ia) Progress The Seller Parent has delivered or made available to the Buyer via EXXXX filings with the SEC a true and its subsidiaries have filed or furnished 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) required to be filed or furnished by Progress the Company or any of its subsidiaries pursuant to Subsidiaries with the SEC under the Securities Act of 1933and the Exchange Act since March 31, as amended2003, and the rules and regulations thereunder draft annual report on Form 10-K of the Company, dated May 20, 2005, labeled Draft No. 12, for the fiscal year ended March 31, 2005 (the “Securities ActDraft 2005 10-K”) or the Exchange Act with the SEC since January 1, 2007 (as such documents have since the time of their filing been amended or supplemented, the “Progress SEC Reports”), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, after giving effect to any amendments or supplements thereto, the Progress SEC Reports (Aassuming, in the case of the Draft 2005 10-K, that the Company’s consolidated unaudited financial statements contained therein for the fiscal year ended March 31, 2005 are equivalent to audited financial statements) (i) 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, andAct (in each case, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (Bii) 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. (ii) Each of the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Progress SEC Reports. For purposes of this Agreement, both the preceding sentenceDraft 2005 10-K and the Company’s actual report annual report on Form 10-K for the fiscal year ended March 31, 2005 shall be deemed SEC Reports, with the Draft 2005 10-K being assumed to have been filed with the SEC on May 20, 2005. The Seller Parent has, on or before May 20, 2005, delivered to the Buyer the unaudited consolidated financial statements of the Company as of and for the year ended March 31, 2005 as contained in the Draft 2005 10-K (the “principal executive officer” FY 2005 Statements”). The FY 2005 Statements and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Progress 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 unaudited interim consolidated financial statements (including, in each case, case the notes, if any, thereto) included in the Progress SEC Reports (collectively, the “Progress 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 at the time of filing or furnishing the applicable Progress SEC Reportthereto, were prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto and except with respect to unaudited statements (other than the FY 2005 Statements) as permitted by Form 10-Q of under the SECExchange Act) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring the absence of footnotes normally contained therein and normal year-end audit adjustments that were not or (which are not expected to be, individually or in the aggregate, materially adverse to Progressthe Company and its Subsidiaries taken as a whole)) the consolidated financial position of Progress the Company and its consolidated 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 2.5 of the Seller Parent Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (ivb) All filings The Company, its Subsidiaries and the Joint Ventures are in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (other than immaterial filingsthe “Sxxxxxxx-Xxxxx Act”). Except as permitted by the Exchange Act, including, without limitation, Sections 13(k)(2) required and (3) thereof, since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) personal loans to be made by Progress any executive officer or director of the Company or any of its subsidiaries since January 1, 2007, under the 2005 Act, the Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934 and applicable state laws and regulations, have been filed with the SEC, the FERC, the Department of Energy (the “DOE”), the FCC or any applicable state public utility commissions (including, to the extent required, NCUC, PSCSC and FPSC), 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, have not had and could not reasonably be expected to have a material adverse effect on ProgressSubsidiaries. (vc) Progress has designed The Company its Subsidiaries and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Joint Ventures required to file documents with or furnish documents to the SEC pursuant to the Securities Act or the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Progress Act (xa “Company Reporting Entity”) has (i) designed and maintains disclosure controls and procedures to ensure that material information relating to it and its consolidated Subsidiaries, is made known to its management by others within those entities and (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Actii) to provide reasonable assurance that all information the extent required to be disclosed by Progress in the reports that it files or submits under the Exchange Act is recordedapplicable laws, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Progress’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 reportingevaluation, to Progress’s outside its auditors and the audit committee of the its Board of Directors of Progress (A) all any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Progress’s its ability to record, process, summarize and report financial information and (B) to the knowledge of the Seller Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Progresssuch entity’s internal control over financial reporting. Since . (d) The Company and each Company Reporting Entity has complied with the applicable requirements of Section 404 of the Sxxxxxxx-Xxxxx Act on or before the date by which they must comply with such requirements. (e) Through the date hereof, the Seller Parent has delivered to the Buyer copies of any written notifications it has received since December 31, 20062002 of a (i) “reportable condition” or (ii) “material weakness” in the Company’s internal controls. For purposes of this Agreement, any the terms “reportable condition” and “material change weakness” shall have the meanings assigned to them in internal control over financial reporting the Statements of Auditing Standards No. 60, as in effect on the date hereof. (f) All material filings required to be disclosed in any Progress SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to made by the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress Company or any of its subsidiaries 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 Progress or any of its subsidiaries or their respective internal accounting controls relating to periods after Subsidiaries since December 31, 20062002 under the 1935 Act, including any the Power Act and applicable state public utility laws and regulations, including, but not limited to, all material complaintwritten forms, allegationstatements, assertion or claim that Progress reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all material rates, tariffs, franchises, service agreements and related documents, (i) have been filed with the SEC, the Federal Energy Regulatory Commission (the “FERC”), the Department of Energy (the “DOE”) or any appropriate state public utilities commission (including, without limitation, the state utility regulatory agencies of its subsidiaries has engaged California, Idaho, Oregon, Utah, Washington and Wyoming), as the case may be, (ii) have been timely filed (in questionable accounting or auditing practices (except for any respect of filings with the foregoing after SEC and the date hereof which have no reasonable basisFERC), and (yiii) to the knowledge complied, as of their respective dates, in all material respects with all applicable requirements of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to appropriate statute and the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progressrules and regulations thereunder.

SEC Reports, Financial Statements and Utility Reports. (ia) Progress The Company delivered to Parent prior to the execution of this Agreement a true and its subsidiaries have filed or furnished 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) required to be filed or furnished by Progress the Company or any of its subsidiaries pursuant to Subsidiaries with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “"Securities Act”") or and the Securities Exchange Act with of 1934, as amended, and the SEC rules and regulations thereunder (the "Exchange Act") since January 1December 31, 2007 1995 (as such documents have since the time of their filing been amended or supplemented, the “Progress "Company SEC Reports”"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC under the Securities Act and the Exchange Act since such date. As of their respective dates, after giving effect to any amendments or supplements thereto, the Progress Company SEC Reports (Ai) complied as to form in all material respects with the requirements of the Securities Act and or the Exchange Act, if applicable, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (Bii) 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. (ii) . Each of the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Progress SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Progress 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 unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Progress Company SEC Reports (the “Progress "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 at the time of filing or furnishing the applicable Progress SEC Reportthereto, were prepared in accordance with United States U.S. generally accepted accounting principles (“"US GAAP”") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that were not or (which are not expected to be, individually or in the aggregate, materially adverse to Progressthe Company and its Subsidiaries taken as a whole)) the consolidated financial position of Progress the Company and its consolidated 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 Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (ivb) All filings (other than immaterial filings) required to be made by Progress the Company or any of its subsidiaries Subsidiaries since January 1December 31, 20071995, under the 2005 Public Utility Holding Company Act of 1935 (the "1935 Act"), the Federal Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 19781954, the Communications Act of 1934 1934, and applicable state laws and regulations, have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Department of Energy (the “"DOE”"), the FCC Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC") or any applicable appropriate state public utility commissions (including, without limitation, to the extent required, NCUCthe state public utility regulatory agencies of Massachusetts, PSCSC Rhode Island, New Hampshire, Connecticut, Vermont and FPSCMaine), 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, tariffs, franchises, service agreements and related documents, documents and all such filings 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 applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Progress. (v) Progress 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 Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Progress (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 Progress 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 Progress’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 Progress’s outside auditors and the audit committee of the Board of Directors of Progress (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 Progress’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 Progress’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 Progress SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress or any of its subsidiaries 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 Progress 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 Progress or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progress.

SEC Reports, Financial Statements and Utility Reports. (i) Progress 1. The Seller Parent has delivered or made available to the Buyer via XXXXX filings with the SEC a true and its subsidiaries have filed or furnished 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) required to be filed or furnished by Progress the Company or any of its subsidiaries pursuant to Subsidiaries with the SEC under the Securities Act of 1933and the Exchange Act since March 31, as amended2003, and the rules and regulations thereunder draft annual report on Form 10-K of the Company, dated May 20, 2005, labeled Draft No. 12, for the fiscal year ended March 31, 2005 (the “Securities ActDraft 2005 10-K”) or the Exchange Act with the SEC since January 1, 2007 (as such documents have since the time of their filing been amended or supplemented, the “Progress SEC Reports”), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, after giving effect to any amendments or supplements thereto, the Progress SEC Reports (Aassuming, in the case of the Draft 2005 10-K, that the Company’s consolidated unaudited financial statements contained therein for the fiscal year ended March 31, 2005 are equivalent to audited financial statements) (i) 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, andAct (in each case, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (Bii) 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. (ii) Each of the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Progress SEC Reports. For purposes of this Agreement, both the preceding sentenceDraft 2005 10-K and the Company’s actual report annual report on Form 10-K for the fiscal year ended March 31, 2005 shall be deemed SEC Reports, with the Draft 2005 10-K being assumed to have been filed with the SEC on May 20, 2005. The Seller Parent has, on or before May 20, 2005, delivered to the Buyer the unaudited consolidated financial statements of the Company as of and for the year ended March 31, 2005 as contained in the Draft 2005 10-K (the “principal executive officer” FY 2005 Statements”). The FY 2005 Statements and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Progress 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 unaudited interim consolidated financial statements (including, in each case, case the notes, if any, thereto) included in the Progress SEC Reports (collectively, the “Progress 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 at the time of filing or furnishing the applicable Progress SEC Reportthereto, were prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto and except with respect to unaudited statements (other than the FY 2005 Statements) as permitted by Form 10-Q of under the SECExchange Act) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring the absence of footnotes normally contained therein and normal year-end audit adjustments that were not or (which are not expected to be, individually or in the aggregate, materially adverse to Progressthe Company and its Subsidiaries taken as a whole)) the consolidated financial position of Progress the Company and its consolidated 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 2.5 of the Seller Parent Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. 2. The Company, its Subsidiaries and the Joint Ventures are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (ivthe “Xxxxxxxx-Xxxxx Act”). Except as permitted by the Exchange Act, including, without limitation, Sections 13(k)(2) All filings and (other than immaterial filings3) required thereof, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) personal loans to be made by Progress any executive officer or director of the Company or any of its subsidiaries since January 1, 2007, under Subsidiaries. 3. The Company its Subsidiaries and the 2005 Act, the Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934 and applicable state laws and regulations, have been filed Joint Ventures required to file documents with the SEC, the FERC, the Department of Energy (the “DOE”), the FCC or any applicable state public utility commissions (including, furnish documents to the extent required, NCUC, PSCSC and FPSC), as SEC pursuant to 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 Securities Act 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 could not reasonably be expected to have Exchange Act (a material adverse effect on Progress. (v) Progress 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 Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Progress (x“Company Reporting Entity”) has (i) designed and maintains disclosure controls and procedures to ensure that material information relating to it and its consolidated Subsidiaries, is made known to its management by others within those entities and (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Actii) to provide reasonable assurance that all information the extent required to be disclosed by Progress in the reports that it files or submits under the Exchange Act is recordedapplicable laws, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Progress’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 reportingevaluation, to Progress’s outside its auditors and the audit committee of the its Board of Directors of Progress (A) all any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Progress’s its ability to record, process, summarize and report financial information and (B) to the knowledge of the Seller Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Progresssuch entity’s internal control over financial reporting. 4. Since The Company and each Company Reporting Entity has complied with the applicable requirements of Section 404 of the Xxxxxxxx-Xxxxx Act on or before the date by which they must comply with such requirements. 5. Through the date hereof, the Seller Parent has delivered to the Buyer copies of any written notifications it has received since December 31, 20062002 of a (i) “reportable condition” or (ii) “material weakness” in the Company’s internal controls. For purposes of this Agreement, any the terms “reportable condition” and “material change weakness” shall have the meanings assigned to them in internal control over financial reporting the Statements of Auditing Standards No. 60, as in effect on the date hereof. 6. All material filings required to be disclosed in any Progress SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to made by the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress Company or any of its subsidiaries 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 Progress or any of its subsidiaries or their respective internal accounting controls relating to periods after Subsidiaries since December 31, 20062002 under the 1935 Act, including any the Power Act and applicable state public utility laws and regulations, including, but not limited to, all material complaintwritten forms, allegationstatements, assertion or claim that Progress reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all material rates, tariffs, franchises, service agreements and related documents, (i) have been filed with the SEC, the Federal Energy Regulatory Commission (the “FERC”), the Department of Energy (the “DOE”) or any appropriate state public utilities commission (including, without limitation, the state utility regulatory agencies of its subsidiaries has engaged California, Idaho, Oregon, Utah, Washington and Wyoming), as the case may be, (ii) have been timely filed (in questionable accounting or auditing practices (except for any respect of filings with the foregoing after SEC and the date hereof which have no reasonable basisFERC), and (yiii) to the knowledge complied, as of their respective dates, in all material respects with all applicable requirements of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to appropriate statute and the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progressrules and regulations thereunder.

SEC Reports, Financial Statements and Utility Reports. (ia) Progress The Company has delivered to ScottishPower a true and its subsidiaries have filed or furnished 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) required to be filed or furnished by Progress the Company 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 Subsidiaries with the SEC since January 1December 31, 2007 1995 (as such documents have since the time of their filing been amended or supplemented, the “Progress "COMPANY SEC Reports”REPORTS"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, after giving effect to any amendments or supplements thereto, the Progress Company SEC Reports (Ai) complied as to form in all material respects with the requirements of the Securities Act and or the Exchange Act, if applicable, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (Bii) 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. (ii) Each of the principal executive officer of Progress and the principal financial officer of Progress (or each former principal executive officer of Progress and each former principal financial officer of Progress, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Progress SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2007, neither Progress 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 unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Progress Company SEC Reports (the “Progress Financial Statements”"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 at the time of filing or furnishing the applicable Progress SEC Reportthereto, were prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that were not or (which are not expected to be, individually or in the aggregate, materially adverse to Progressthe Company and its Subsidiaries taken as a whole)) the consolidated financial position of Progress the Company and its consolidated 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 3.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (ivb) All material filings (other than immaterial filings) required to be made by Progress the Company or any of its subsidiaries Subsidiaries since January 1December 31, 20071995, under the 2005 Act, Federal Power Act (the Power Act, the Atomic Energy Act, the Natural Gas Act, the Natural Gas Policy Act of 1978, the Communications Act of 1934 "POWER ACT") and applicable state laws and regulations, have been filed with the SEC, Federal Energy Regulatory Commission (the "FERC"), the Department of Energy (the “"DOE”), the FCC ") or any applicable appropriate state public utility commissions utilities commission (including, to without limitation, the extent requiredstate utility regulatory agencies of California, NCUCIdaho, PSCSC Montana, Oregon, Utah, Washington and FPSCWyoming), 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 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 applicable requirements of the applicable statute and the rules and regulations thereunder, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Progress. (v) Progress 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 Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Progress (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 Progress 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 Progress’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 Progress’s outside auditors and the audit committee of the Board of Directors of Progress (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 Progress’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 Progress’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 Progress SEC Report has been so disclosed. (vi) Since December 31, 2006, (x) neither Progress nor any of its subsidiaries nor, to the knowledge of the Executive Officers (for the purposes of this Section 3.01(e)(vi), as such term is defined in Section 3b-7 of the Exchange Act) of Progress, any director, officer, employee, auditor, accountant or representative of Progress or any of its subsidiaries 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 Progress 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 Progress or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) to the knowledge of the Executive Officers of Progress, no attorney representing Progress or any of its subsidiaries, whether or not employed by Progress 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 Progress or any of its officers, directors, employees or agents to the Board of Directors of Progress or any committee thereof or to any director or Executive Officer of Progress.