Common use of Securities Filings Clause in Contracts

Securities Filings. Purchaser has made available to the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser (a) The Company has made available to the Company Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended January 3, 1999, December 3128, 19981997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser the Company since December 3129, 19981996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 3129, 19981996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.62.7, are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or and as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Company Securities Filings at the time of filing or and as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser has made available Schedule 5.7 hereto sets forth all STH Reports, and such STH Reports constitute all reports, schedules, forms, statements and other documents required to be filed by STH under the Company true and complete copies of Securities Laws since March 1, 1994. (i) its Annual Reports on Form 10-K for complied as to form in all material respects with applicable accounting requirements and the year ended December 31, 1998, as filed published rules and regulations of the SEC with the SECrespect thereto, (ii) its proxy statements relating to were prepared in all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed material respects in accordance with the SECGAAP, and (iii) fairly presented in all other reports, statements material respects the consolidated financial position of STH and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or STH Subsidiaries as of the its date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingconformity with GAAP. Each of the Purchaser Securities Filings at consolidated statements of income, retained earnings and cash flows of STH included in or incorporated by reference into the time of filing or as of the date of the last amendment thereof, if amended after filing, STH Reports (including any related notes and schedules) (A) complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act published rules and regulations of the SEC with respect thereto, (B) were prepared in all material respects in accordance with GAAP, and (C) fairly presented in all material respects the results of operations, retained earnings or the Securities Actcash flows, as applicablethe case may be, of STH and the STH Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect) in conformity with GAAP. Except as and to the extent set forth in the STH Reports and as set forth on Schedule 5.7(a), neither STH nor any of the STH Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of STH or in the notes thereto, prepared in accordance with GAAP, except liabilities arising in the ordinary course of business since such date which would not have a Material Adverse Effect.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (i) its i)its Annual Reports Report on Form 10-K K, for the year ended December 31, 19981997, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 1998, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6SECTION 2.7, are referred to collectively herein as the "Purchaser Securities FilingsCOMPANY SECURITIES FILINGS." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser The Company and, to the extent applicable, each of its then or current Company Subsidiaries, has filed all forms, reports, statements and documents required to be filed with the SEC since October 1996, each of which has complied in all material respects with the applicable requirements of the Securities Act (as hereinafter defined) or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the year years ended December 31, 19981996 and 1997, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31, 1998October 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31October 1996 and prior to the date hereof (collectively, 1998the "Company Filed Documents"). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 3.6the Securities Exchange Act subsequent to the date hereof, collectively with the Company Filed Documents, are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the Purchaser Securities Filings at SEC to executed agreements, documents or other instruments which previously had been filed by the time of filing or as of Company with the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent SEC pursuant to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. Purchaser The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since December 31, 2000, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the year years ended December 31, 1998, 1999 and 2000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 1998, and prior to the date hereof (collectively, the "Company Filed Documents"). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 3.6the Securities Exchange Act subsequent to the date hereof through the Effective Time, collectively with the Company Filed Documents, are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereofhereof through the Effective Time, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the Purchaser Securities Filings at SEC to executed agreements, documents or other instruments which previously had been filed by the time of filing or as of Company with the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent SEC pursuant to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. Purchaser (a) Since December 31, 1998, the Company has timely filed all reports required to be filed with (i) the SEC pursuant to the Securities Act (as hereinafter defined) or the Securities Exchange Act and (ii) securities regulators in the United Kingdom (the “UK” under applicable securities Laws of the UK. Such reports and those subsequently provided or required to be provided pursuant to this Section 2.7, pursuant to applicable rules and regulations of the SEC or pursuant to applicable UK securities Laws, are referred to collectively herein as the “Company Securities Filings.” The Company has made available to the Company Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended December 31, 19982000, 2001 and 2002, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 19982001, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 19982001. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Purchaser Company Securities Filings at made in the time of filing or as of the date of the last amendment thereof, if amended after filing, United States complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act, or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Securities Filings and, in the case of Company Securities Filings, if any, made in the UK, such Company Securities Filings complied in all material respects with the requirements of applicable UK securities Laws, in each case, that were in effect as of the date of filing thereof. (b) The Company has complied with the certification requirements under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act in connection with the filing of its periodic reports. The Company has and will have in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Securities Exchange Act. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities 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 information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Securities Act, as applicableExchange Act with respect to such reports.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (ia) its Annual Reports on Form 10-K K, as amended, for the year three fiscal years ended December March 31, 19981999, as filed with the SECSEC (the "1999 10-K"), (iib) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 3113, 19981995, as filed with the SEC, (c) its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999 as filed on November 15, 1999 as set forth in Schedule 2.9(a)(ii) (the "Form 10-Q"), and (iiid) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q Q, as amended, and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 19981996 and prior to the date hereof. The reports and statements set forth in clauses (ia) through (iiic) above, and those subsequently provided or required to be provided pursuant to this Section 3.60, are referred to collectively herein as the "Purchaser Company Securities Filings." As Except as set forth in Schedule 2.7 of the Company Disclosure Letter, as of their respective dates, or as of the date of the last amendment thereof, if amended after filingfiling and prior to the date hereof, each of the Company Securities Filings was prepared in all material respects in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser ERS has made all filings with the SEC that it has been required to make under the Securities Act, and the rules and regulations promulgated thereunder, and the Exchange Act, and the rules and regulations promulgated thereunder. ERS has provided or made available to the Company true Holdco and Merger Sub complete and correct copies of all reports, registration statements, final prospectuses, definitive proxy statements and other filings made by ERS with the SEC, including all exhibits to such filings, since January 1, 1999 (i) its all such documents that have been filed with the SEC, as amended, hereinafter referred to as the "SEC Documents"), including, without limitation, ERS's Annual Reports Report on Form 10-K for the fiscal year ended December 31, 19982000, as filed with the SECSEC on April 2, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 312001, 1998and Amendment No. 1 thereto on Form 10K/A, as filed with the SECSEC on April 24, 2001, ERS' Current Report on Form 8-K dated May 2, 2001, as filed with the SEC on such date, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, ERS' Quarterly Reports Report on Form 10-Q and Current Reports on Form 8-Kfor the three months ended March 31, 2001, as amended) filed by Purchaser with the SEC since December 31on May 21, 19982001. The reports and statements set forth SEC Documents comply in clauses (i) through (iii) aboveall material respects with the requirements of the Securities Act or the Exchange Act, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As case may be, and, to the knowledge (as hereinafter defined) of their respective datesERS, or neither any of the SEC Documents (as of the date of their respective filing with the last amendment thereofSEC), if amended after filingor any information relating to ERS contained in this Agreement, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, contains any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser Company has made available timely filed with or furnished to the SEC all reports, schedules, registration statements, definitive proxy statements, exhibits, and other filings and materials that Company true has been required to file or furnish under the Securities Act or the Exchange Act, or the rules and regulations promulgated thereunder, since (and including) January 1, 2019 (collectively, the “Company Securities Filings”). True, correct, and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31Company Securities Filings are publicly available in the Electronic Data Gathering, 1998, as filed with Analysis and Retrieval database of the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective datesdates of filing with or furnishing to the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last amendment thereof, if amended after such subsequent filing), none of the Purchaser Company Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each As of the Purchaser Securities Filings at the time their respective dates of filing with or furnishing to the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the last amendment thereof, if amended after filing, complied or, as to Purchaser Company Securities Filings subsequent to the date hereof, will comply complied in all material respects with applicable requirements of the Securities Act and/or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such Company Securities Filings. As of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC with respect to any of the Company Securities Filings filed with or furnished to the SEC prior to the date of this Agreement. None of the Subsidiaries of Company file, or since January 1, 2019, have been required to file any reports, registration statements, or other filings pursuant to the Securities Act or the Securities Exchange Act, as applicable.

Securities Filings. Purchaser has made available to the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31January 3, 19981999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. , The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.63.7, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser (a) The Company has made available to the Company Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended January 3, 1999, December 3128, 19981997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser the Company since December 3129, 19981996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 3129, 19981996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.62.7, are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Company Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser (a) The Company has made available to the Company ------------------ Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended January 2, 2000, January 3, 1999, December 3128, 19981997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser the Company since December 3129, 19981996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 3129, 19981996 regardless of whether such filings were made prior to or after the date hereof. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, above are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or and as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings filed subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings filed subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Company Securities Filings at the time of filing or and as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser Since April 14, 2005, NDC has made available filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the Company true reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). NDC has delivered to Stratos and to the Stratos Securities Holders or their respective representatives true, correct and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998Documents not available on the EXXXX system. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as the SEC Documents complied in all material respects with the requirements of the date Exchange Act and the rules and regulations of the last amendment thereofCommission promulgated thereunder applicable to the SEC Documents, if amended after filing, and none of the Purchaser Securities Filings SEC Documents, at the time they were filed with the Commission, contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Purchaser Securities Filings at financial statements of NDC included in the time of filing or as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Securities Actnotes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of NDC as applicableof the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Securities Filings. Purchaser has made available to Each of the Company true and complete copies of (i) its the Operating ------------------ Partnership has filed all required documents with the SEC since January 1, 1997 including, without limitation, the Annual Reports Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all 1996 of the meetings Company and the Operating Partnership (collectively, the "SEC Documents"). To the knowledge of shareholders the Company and Operating Partnership (whether annual defined and limited for purposes of this Section 4.6 and Section 4.7 as --------------------------- information contained in any actual notice received by Company or special) the Operating Partnership or information within the actual knowledge of Purchaser since December 31Xxxxxxx X. Xxxxxxxx, 1998Xxxxxx X. August and/or Xxxxxxx X. Xxxxxxx), as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as the SEC Documents complied in all material respects with the requirements of the date of Securities Act or Exchange Act, as the last amendment thereofcase may be, if amended after filingand, at the respective times they were filed, none of the Purchaser Securities Filings SEC Documents contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , (ii) the consolidated financial statements (including any notes thereto) of the Purchaser Securities Filings at Company included in the time of filing or as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act or published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as applicablepermitted by From 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), and (iii) except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Company has not, since June 30, 1997, made any material change in the accounting practices or policies applied in the preparation of financial statements.

Securities Filings. Purchaser has made available to (a) Each of the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31Subsidiaries has timely filed all forms, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reportsdocuments, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) reports required to be filed by Purchaser it with the SEC since December 31, 19982005. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of the last such amendment thereof, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent or superseding filing prior to the date hereof, will containthe SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, the SEC Reports filed through the date hereof, collectively, did not contain any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the Purchaser Securities Filings at the time of filing or date hereof, as of the date of the last such amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent or superseding filing prior to the date hereof, will comply all Canadian Securities Filings filed with the Canadian Securities Regulators complied in all material respects with the requirements of applicable Canadian Securities Exchange Act or Laws. (b) The financial statements (including all related notes and schedules) of the Securities ActCompany and its Subsidiaries included in the SEC Reports (collectively, the “Financial Statements“) complied as applicableto form in all material respects with the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated, and the results of their operations and their cash flows for the periods therein specified, all in accordance with GAAP throughout the periods therein specified (except as otherwise noted therein, and in the case of quarterly financial statements except for the absence of footnote disclosure and subject, in the case of interim periods, to normal year-end adjustments).

Securities Filings. Purchaser Parent has made available to Company or to the Company public generally true and complete copies of (i) its Annual Reports Report on Form 10-K K, as amended, for the year ended December 31June 30, 19982000, as filed with the SEC, (ii) its proxy statements statement relating to all of the meetings meeting of shareholders (whether annual or special) of Purchaser since Parent on December 3112, 19982000, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amendedQ) filed by Purchaser Parent with the SEC since December 31September 30, 19981999. The reports and statements set forth in clauses (i) through (iii) ), above, and those any subsequently provided or required to be provided pursuant to this Section 3.6filed with the SEC, are referred to collectively herein as the "Purchaser “Securities Filings." ” As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, or will contain, contain any untrue statement of a material fact fact, or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, or will omit, to state omit a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Each To the knowledge of Parent, each of the Purchaser Securities Filings at the time of filing complied or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. The financial statements contained in the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000 were prepared in accordance with GAAP and the books and records of Parent and fairly present the financial condition and results of operations of the Parent and its subsidiaries as of the date thereof and for the period covered thereby. Since September 30, 2000, except as disclosed in the Securities Filings, there has been no material adverse change in Parent’s or its subsidiaries’ financial condition results of operations or condition of its business taken as a whole, except Parent continues to experience losses consistent with its past history (and consistent with the impact of any acquisitions, mergers, or other comparable events undertaken by the Parent in the course of its business). There is no Action or Proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan or otherwise relating to Parent or any of its subsidiaries or the securities of any of them, or any properties or rights of Parent or any of its subsidiaries or any Benefit Plan which is required to be described in any Securities Filing that is not so described. As of the date hereof, no event has occurred as a consequence of which Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

Securities Filings. Purchaser The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since December 31, 2000, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the year years ended December 31, 1998, 1999 and 2000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 1998, and prior to the date hereof (collectively, the “Company Filed Documents”). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 3.6the Securities Exchange Act subsequent to the date hereof through the Effective Time, collectively with the Company Filed Documents, are referred to collectively herein as the "Purchaser “Company Securities Filings." ” As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereofhereof through the Effective Time, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the Purchaser Securities Filings at SEC to executed agreements, documents or other instruments which previously had been filed by the time of filing or as of Company with the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent SEC pursuant to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. (a) The Selling Group shall, promptly after execution of this Agreement at Purchaser's cost (subject to Section 3.8), provide such information and documents to Purchaser has made available to and its Affiliates concerning the Company true and complete copies of (i) its Annual Reports on Form 10-K Business as may be required or appropriate for the year ended December 31inclusion in any filing, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual notification or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or report required to be provided pursuant made by Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act; and shall cause its counsel and independent accountants to this Section 3.6cooperate with Purchaser, are referred its Affiliates and their investment bankers, counsel and independent accountants in the preparation of such filings, notifications and reports. Seller's Accountant shall provide its consent to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as inclusion of the date of the last amendment thereof, if amended after Audited Financials in any such filing, none notification or report without charge (unless additional work is required on the part of Seller's Accountant and only to the Purchaser Securities Filings contained or, as extent of such additional work). The Selling Group represents and warrants to Purchaser that no information or document provided by the Selling Group for inclusion in any filing, notification or report required to be made by Purchaser or any Affiliate under the Securities Filings subsequent to Act or the date hereof, Exchange Act will contain, contain any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each . (b) Not later than the Closing Date, the Selling Group shall deliver to Purchaser unaudited statements of net assets to be acquired and statements of operations for the Purchaser Securities Filings at the time of filing or Business as of and for the date three month periods ended March 31, June 30 and September 30, 1995 and 1996 in comparative format ("Stub Period Financial Statements"). The Stub Period Financial Statements shall be prepared in accordance with GAAP on a basis consistent with the Financial Statements, subject to the omission of the last amendment thereoffootnote disclosures and normal year-end adjustments (none of which will be material in amount). (c) As soon as practicable, if amended but no later than 30 days after filingeach month end, complied or, as Seller shall deliver to Purchaser Securities Filings subsequent to Seller's internally prepared monthly statements of operations for the date hereofBusiness for the period June 1, will comply in all material respects with 1996 through the Securities Exchange Act or the Securities Act, as applicableClosing Date.

Securities Filings. Purchaser has made available to Each of the Company true and complete copies of the ------------------ Operating Partnership has filed all required documents with the Securities and Exchange Commission (i"SEC") its since January 1, 1997 including, without limitation, the Annual Reports Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all 1996 of the meetings Company and the Operating Partnership (collectively, the "SEC Documents"). To the knowledge of shareholders the Company and Operating Partnership (whether annual or specialdefined and limited for purposes of Paragraphs 14(b)(iii) of Purchaser since December 31, 1998, as filed with the SEC, and (iiiiv) all other reportsas information contained in any actual notice received by Company or the Operating Partnership or information within the actual knowledge of Xxxxxxx X. Xxxxxxxx, statements Xxxxxx X. August, Xxxx Xxxxx and registration statements and amendments thereto (includingXxxx Xxxxxx, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as the SEC Documents complied in all material respects with the requirements of the date of Securities Act or Exchange Act, as the last amendment thereofcase may be, if amended after filingand, at the respective times they were filed, none of the Purchaser Securities Filings SEC Documents contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , (ii) the consolidated financial statements (including any notes thereto) of the Purchaser Securities Filings at Company included in the time of filing or as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act or published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as applicablepermitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), and (iii) except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Company has not, since September 30, 1997, made any material change in the accounting practices or policies applied in the preparation of financial statements.

Securities Filings. Purchaser has made available to the Company Selling Shareholders true and complete copies of (i) its Annual Reports on Form 10-K K, for the year years ended December 31, 19981999, 2000 and 2001, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31January 1, 19981999, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31January 1, 19981999. The reports and statements set forth in clauses (i) through (iii) above), and those subsequently provided or required to be provided pursuant to this Section 3.6, above are referred to collectively herein as the "Purchaser Securities FilingsSEC Reports." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings SEC Reports (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings SEC Reports at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. No event has occurred as a consequence of which Purchaser would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports Report on Form 10-K and 10-K/A for the year Fiscal Year ended December 31June 30, 19981999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser the Company since December 31July 1, 1998, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case as amended) filed by Purchaser the Company with the SEC since December 31July 1, 19981996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6SECTION 2.7, are referred to collectively herein as the "Purchaser Securities FilingsCOMPANY SECURITIES FILINGS." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser (a) The Company has made available filed all forms, reports and documents required to the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31, 1998, as be filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SECNasdaq, and the Israel Securities Authority (iiicollectively, the "Securities Regulators") all other reportssince October 1996. All such required forms, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, documents are referred to collectively herein as the "Purchaser Company Securities Filings." Reports". The Company has provided to Buyer true and correct copies of the Company Securities Reports. As of their respective dates, the Company Securities Reports (i) complied, when filed, in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, the regulations of Nasdaq, and the securities laws of Israel, as of the case may be, and the rules and regulations applicable to such Company Securities Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of the last amendment thereofthis Agreement, if amended after filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to then on the date hereof, will contain, of such filing) contain any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of the Purchaser Subsidiaries is required to file any forms, reports or other documents with the Securities Filings at the time Regulators. (b) As of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all there are no material respects amendments or modifications to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act or any other agreements, documents or other instruments, which have not yet been filed with the Securities Act, as applicableSEC but which are required to be filed by the Company.

Securities Filings. Purchaser (a) Since December 31, 1998, the Company has timely filed all reports required to be filed with (i) the SEC pursuant to the Securities Act (as hereinafter defined) or the Securities Exchange Act and (ii) securities regulators in the United Kingdom (the "UK" under applicable securities Laws of the UK. Such reports and those subsequently provided or required to be provided pursuant to this Section 2.7, pursuant to applicable rules and regulations of the SEC or pursuant to applicable UK securities Laws, are referred to collectively herein as the "Company Securities Filings." The Company has made available to the Company Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended December 31, 19982000, 2001 and 2002, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 19982001, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 19982001. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Purchaser Company Securities Filings at made in the time of filing or as of the date of the last amendment thereof, if amended after filing, United States complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act, or the Sarbanes-Oxley Act, as the case may be, and the rules and regulations xx xxx XXX xxomulgated thereunder applicable to such Company Securities Filings and, in the case of Company Securities Filings, if any, made in the UK, such Company Securities Filings complied in all material respects with the requirements of applicable UK securities Laws, in each case, that were in effect as of the date of filing thereof. (b) The Company has complied with the certification requirements under Sections 302 and 906 of the Sarbanes-Oxley Act in connection with the filing of its periodic repoxxx. Xxx Xxxxxny has and will have in place the "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Securities Exchange Act. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities 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 information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Securities Act, as applicableExchange Act with respect to such reports.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the year years ended December 31, 19981994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders Stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 19981997. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.62.7, are referred to collectively herein as the "Purchaser Company Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser has The Partnership and the Trust have previously delivered or made available to RDC on behalf of the Company true and complete copies of Owners (i) its the Trust's Annual Reports Report on Form 10-K for each of the year fiscal years ended December 31, 19981996, as filed with the SEC1995 and 1994, and (ii) its proxy statements relating to all copies of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Trust's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1997, June 30, 1997 and Current Reports on Form 8-KSeptember 30, 1997, all as amended) filed by Purchaser with the SEC since December 31Commission (collectively, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Exchange Act Filings." "). As of their respective datesfiling dates with the Commission, or the Exchange Act Filings complied as to form in all material respects with the applicable requirements of the date of Exchange Act, and the last amendment thereofrespective rules and regulations promulgated thereunder, if amended after filing, none of and the Purchaser Securities Exchange Act Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, did not contain any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No event has occurred since the filing of the Purchaser Securities Filings at Trust's Quarterly Report on Form 10-Q for the time of filing fiscal quarter ended September 30, 1997 which is required to be disclosed in a report filed either by the Partnership or as the Trust pursuant to Section 13 or 15(d) of the date Exchange Act which has not been so disclosed. To the knowledge of the last amendment thereofTrust, if amended after filingthere is no unresolved violation or position asserted in writing by any governmental authority with respect to any of the Exchange Act Filings. Except as disclosed in the Exchange Act Filings: (A) the Trust and each of its Subsidiaries has conducted its business only in the ordinary course of business, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in consistent with past practice and (B) all material respects with assets of the Securities Exchange Act Trust are owned by the Trust, directly or indirectly through the Securities Act, as applicablePartnership or their respective Subsidiaries.

Securities Filings. Purchaser has made available to the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or Act, the Securities Act, the Communications Act or other applicable Law except those failures to timely file or comply which do not or will not, individually or in the aggregate, constitute a Company Material Adverse Effect. The term "SECURITY FILINGS" means (i) the Company's and Citadel Broadcasting Company's ("CBC") Annual Reports on Form 10-K, as amended, for the years ended December 31, 1998 and 1999, as filed with the SEC, (ii) the Company's proxy statements relating to all of the meetings of stockholders (whether annual or special) of the Company since January 1, 1998, as filed with the SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company or CBC, as applicable, with the SEC since January 1, 1998, together with those reports or other documents of the type described in clauses (i) though (iii) above, subsequently provided or required to be provided pursuant to this Agreement.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the year years ended December 31, 19981994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31January 1, 19981995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31January 1, 19981997. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6SECTION 2.7, are referred to collectively herein as the "Purchaser Securities FilingsCOMPANY SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser has made available to Seller or to the Company public generally true and complete copies of (i) its Annual Reports Report on Form 10-K K, as amended, for the year ended December 31June 30, 19982000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since on September 7, 2000 and December 3112, 19982000, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q) filed by Purchaser with the SEC since September 30, 1999. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the “Securities Filings.” As of their respective dates, none of the Securities Filings contained or will contain any untrue statement of a material fact, or omitted or will omit a material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Securities Filings complied or will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Action or Proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan or otherwise relating to Purchaser or any of its subsidiaries or the securities of any of them, or any properties or rights of Purchaser or any of its subsidiaries or any Benefit Plan which is required to be described in any Securities Filing that is not so described. As of the date hereof, no event has occurred as a consequence of which Purchaser would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to after the date hereof shall be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of Seller on the date of the last amendment thereof, if amended after such filing, none of the Purchaser Securities Filings contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser Since June 30, 2003, the Company has made all filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”). The Company has made available to the Company Buyer true and complete copies of (i) its Annual Reports on Form 10-K for the year years ended December 31June 30, 19982005, 2004, and 2003, as filed with the United States Securities and Exchange Commission (the “SEC”), (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of Purchaser the Company since December 31June 30, 19982003, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser the Company with the SEC since December 31July 1, 19982005. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required filed with the SEC by the Company prior to be provided pursuant to this Section 3.6, the Closing Date are referred to collectively herein as the "Purchaser “Company Securities Filings." ”. As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Company Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser The Company has made available to the Company Parent true and complete copies of (i) its Annual Reports Report on Form 10-K for the fiscal year ended December March 31, 19982001, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser the Company since December 31July 1, 1998, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitationincluding Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case as amended) filed by Purchaser the Company with the SEC since December 31July 1, 19981996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.62.7, are referred to collectively herein as the "Purchaser Company Securities Filings." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, or as of the date of the last amendment thereofamendment, if amended after filing, the Company Securities Filings were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Purchaser Company Securities Filings contained or, as to Purchaser the Company Securities Filings subsequent to the date hereofof this Agreement, will contain, any untrue statement of a material fact or omitted or, as to Purchaser the Company Securities Filings subsequent to the date hereofof this Agreement, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Purchaser has made available to Each of the Company true and complete copies of the ------------------ Operating Partnership has filed all required documents with the Securities and Exchange Commission (i"SEC") its since January 1, 1997 including, without limitation, the Annual Reports Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all 1996 of the meetings Company and the Operating Partnership (collectively, the "SEC Documents"). To the knowledge of shareholders the Company and Operating Partnership (whether annual or specialdefined and limited for purposes of Paragraphs 14(b)(iii) of Purchaser since December 31, 1998, as filed with the SEC, and (iiiiv) all other reportsas information contained in any actual notice received by Company or the Operating Partnership or information within the actual knowledge of Xxxxxxx X. Xxxxxxxx and Xxxxxx X. August, statements Xxxx Xxxxx and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses Xxxx Xxxxxx (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as the SEC Documents complied in all material respects with the requirements of the date of Securities Act or Exchange Act, as the last amendment thereofcase may be, if amended after filingand, at the respective times they were filed, none of the Purchaser Securities Filings SEC Documents contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , (ii) the consolidated financial statements (including any notes thereto) of the Purchaser Securities Filings at Company included in the time of filing or as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act or published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as applicablepermitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), and (iii) except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Company has not, since September 30, 1997, made any material change in the accounting practices or policies applied in the preparation of financial statements.

Securities Filings. Purchaser has made available to the Company true and complete copies of (i) its Annual Reports on Form 10-K for the year ended December 31, 1998, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Purchaser since December 31, 1998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC since December 31, 1998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 3.6, are referred to collectively herein as the "Purchaser Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Purchaser Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Purchaser Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or Act, the Securities Act, the Communications Act or other applicable Law except those failures to timely file or comply which do not or will not, individually or in the aggregate, constitute a Company Material Adverse Effect. The term "Security Filings" means (i) the Company's and Citadel Broadcasting Company's ("CBC") Annual Reports on Form 10-K, as amended, for the years ended December 31, 1998 and 1999, as filed with the SEC, (ii) the Company's proxy statements relating to all of the meetings of stockholders (whether annual or special) of the Company since January 1, 1998, as filed with the SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company or CBC, as applicable., with the SEC since January 1, 1998, together with those reports or other documents of the