Common use of Securities Filings Clause in Contracts

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has filed with the SEC under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.

Securities Filings. Buyer and its Subsidiaries has filed ------------------ with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act and the Listing Rules and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by Buyer and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". Buyer has furnished delivered or made available to Seller (through XXXXX or otherwise) true accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by Buyer and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of Buyer and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. Buyer shall deliver to Seller as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwisea) true and complete copies Except as set forth on Schedule 3.6(a) of all reports or registration statements it the Disclosure Schedules, LGI has filed with the SEC all Securities Filings required to be filed by it under the Securities Act Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, since January 1, 2010 on a timely basis or has received a valid extension of such time of filing and has filed any such report prior to the Exchange Act (the “Buyer SEC Documents”)expiration of any such extension. As of their respective filing dates, the Buyer Securities Filings filed with the SEC Documents complied or will comply in all material respects with the requirements of the Securities Exchange Act or and the Exchange Actrules and regulations of the SEC promulgated thereunder, as applicable, and none of the Buyer SEC Documents Reports, when filed under the Exchange Act by LGI, contained or will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None . (b) The financial statements of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, LGI included in the Buyer SEC Documents (the “Buyer Financial Statements”) Securities Filings comply and will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been and will have been prepared in accordance with GAAP consistently United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present fairly Buyer’s in all material respects the consolidated financial position at of LGI and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.

Securities Filings. Buyer Target has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has timely filed with or furnished to the SEC all reports, schedules, registration statements, definitive proxy statements, exhibits, and other filings and materials that Target has been required to file or furnish under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, or the rules and regulations promulgated thereunder, since (and including) January 1, 2019 (collectively, the “Target Securities Filings”). True, correct, and complete copies of the Target Securities Filings are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of 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 applicableof the date of such subsequent filing), none of the Buyer SEC Documents filed under the Exchange Act Target Securities Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading, except . As of their respective dates of filing with or furnishing to the extent corrected SEC (or, if amended or superseded by a subsequently filed document with subsequent filing prior to the SEC. None date hereof, as of the Buyer SEC Documents filed under date of such subsequent filing), the Target Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form Filings complied in all material respects with applicable accounting requirements of the Securities Act and/or the Exchange Act, as the case may be, and with the published rules and regulations promulgated thereunder applicable to such Target 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 theretoto any of the Target Securities Filings filed with or furnished to the SEC prior to the date of this Agreement. None of the Subsidiaries of Target file, or since January 1, 2019, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjectrequired to file any reports, in the case of unaudited registration statements, or other filings pursuant to normal audit adjustments). Since the date of Securities Act or the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPExchange Act.

Securities Filings. Buyer (a) The Company has furnished or made available filed with the Securities and Exchange Commission (the "SEC") the documents set forth as Exhibits A, B, C and D of the Placement Memorandum (the "SEC Filings"). The SEC filings set forth as Exhibits B, C and D are amendments to Seller (through XXXXX or otherwise) true the Company's Annual Report on Form 10K for 1998, the Company's Quarterly Report on Form 10Q for the quarter ended March 31, 1999 and complete copies the Company's Quarterly Report for the quarter ended June 30, 1999, respectively, all as filed with the SEC in response to the position of the SEC that the Company's Series B Convertible Preferred Stock should have been presented in the "mezzanine" section of its balance sheet rather than in the equity section of its balance sheet. The Company has filed with the SEC all reports or registration statements it has and all other filings required to be filed with the SEC under the Securities Act rules and regulations of the Exchange Act SEC. (the “Buyer SEC Documents”). As of their respective filing datesb) Except as disclosed in Section 3.4(a) hereof, the Buyer SEC Documents complied Filings conformed in all material respects with to the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act"), as applicable, none and the rules and regulations of the Buyer SEC Documents filed under the Exchange Act contained any thereunder as of their respective filing dates and did not contain an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Actmisleading. Buyer’s financial statements, including the notes thereto, included The documents or portions thereof that were incorporated by reference in the Buyer SEC Documents (Filings pursuant to the “Buyer Financial Statements”) comply as to form requirements of the Exchange Act, when such incorporated documents or portions were first filed with the SEC, conformed in all material respects with any applicable accounting requirements of the Exchange Act and with the published rules and regulations of the SEC with respect theretothereunder. (c) Except as disclosed in Section 3.4(a) hereof, the consolidated financial statements of the Company included in the SEC Filings fairly presented in all material respects the financial position and results of operations of the Company at their respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (throughout the periods involved except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPstated therein.

Securities Filings. Buyer and its Subsidiaries have filed ------------------ with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act and the Listing Rules and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by Buyer and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". Buyer has furnished delivered or made available to Seller (through XXXXX or otherwise) true accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by Buyer and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of Buyer and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. Buyer shall deliver to Seller as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies Except as set forth in Section 2.21 of all reports or registration statements it the Disclosure Schedule, the Company has filed with all reports, schedules, forms, statements and other documents required to be filed by the SEC under Company under: (a) the Securities Act and the Exchange Act Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Buyer SEC DocumentsReports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, the Buyer SEC Documents Reports complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the Buyer SEC Documents filed under the Exchange Act Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading; (b) the rules and regulations of the NZX for the two years preceding the date hereof (or such shorter period as the Company was required by Applicable Law to file such material) (the foregoing materials, except including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “NZX Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such NZX Reports prior to the extent corrected by a subsequently filed document expiration of any such extension. As of their respective dates, the NZX Reports complied in all material respects with the SEC. None requirements of the Buyer SEC Documents filed under NZX, and none of the Securities Act NZX Reports, when filed, contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjecttherein, in the case of unaudited statements, to normal audit adjustments). Since the date light of the balance sheet for Buyer’s most recent fiscal year end included in circumstances under which they were made, not misleading; and (c) any Applicable Laws of New Zealand to which the Buyer Financial Statements, Buyer has not effected any change in any method Company is subject as a result of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPits listing on the NZX.

Securities Filings. Buyer (a) The Company has furnished or made available filed with the Securities and Exchange Commission (the "SEC") the documents set forth at Exhibit A of the Placement Memorandum, and other filings required to Seller (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has be filed with the SEC under the Securities Act rules and regulations of the Exchange Act SEC (the “Buyer "SEC Documents”Filings"). The Company's SEC Filings include a Form 10 Registration Statement (the "Registration Statement"), filed on June 11, 1999, which was subsequently amended on July 27, 1999. The Registration Statement became effective on August 11, 1999, but remains subject to further comment by the SEC. As of their respective filing datesthe Closing Date, the Buyer Company anticipates that one or more post-effective date amendments of the Registration Statement will be required by the SEC; accordingly, the Company makes no representations nor warranties concerning the nature and scope of further comment on the Registration Statement by the SEC, and the Company's required response thereto. (b) Except as disclosed in Section 3.4(a) hereof, the SEC Documents complied Filings conformed, and any future SEC Filings will conform, in all material respects with to the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act"), as applicable, none and the rules and regulations of the Buyer SEC Documents filed under the Exchange Act contained any thereunder as of their respective filing dates and did not contain an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Actmisleading. Buyer’s financial statements, including the notes thereto, included The documents or portions thereof that were incorporated by reference in the Buyer SEC Documents (Filings pursuant to the “Buyer Financial Statements”) comply as to form requirements of the Exchange Act, when such incorporated documents or portions were first filed with the SEC, conformed in all material respects with any applicable accounting requirements of the Exchange Act and with the published rules and regulations of the SEC with respect thereto, thereunder. (c) The consolidated financial statements of the Company included in the SEC Filings fairly presented in all material respects the financial position and results of operations of the Company and the Subsidiaries at their respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (throughout the periods involved except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPstated therein.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwisea) true True and complete copies of all reports or and registration statements it has filed with respect to Buyer pursuant to the SEC under 1933 Act or pursuant to the Securities 1934 Act and during the Exchange Act period from October 1, 1992 to the date of this Agreement (the “"Buyer SEC Documents”)Reports") have been delivered to GSHS. As of their respective filing dates, the The Buyer SEC Documents complied Reports conform in all material respects with to the applicable requirements of the Securities 1933 Act or and the Exchange Act, as applicable, none 1934 Act and the rules and regulations promulgated under such acts and did not include at the time of the Buyer SEC Documents filed under the Exchange Act contained filing such documents any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements made thereinmade, in light of the circumstances in under which they were made, not misleading. During the period from October 1, except 1992 through the date of this Agreement, Buyer has not failed to make any filing required by the 1933 Act or the 1934 Act on a timely basis. (b) Each of the consolidated financial statements (including, in each case, any related notes to the extent corrected by a subsequently filed document with the SEC. None of consolidated financial statements) contained in the Buyer SEC Documents filed under Reports (i) was prepared in accordance with GAAP (except, in the Securities Act contained an untrue statement case of material fact or omitted to state a material fact required to be stated therein or necessary to make the unaudited consolidated financial statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents Reports, to the extent preparation of such financial statements in accordance with GAAP is not required by applicable rules of the Securities and Exchange Commission) in a manner consistent (except for the “required adoption by Buyer Financial Statements”effective on July 31, 1992 of Fresh-Start Accounting pursuant to GAAP) with prior periods; (ii) presents fairly, in all material respects, the financial position, results of operations, changes in stockholders' equity and cash flows of the Buyer on a consolidated basis at the date and for the period indicated; (iii) are in all material respects, in accordance with the books of account and records of the Buyer; and (iv) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.

Securities Filings. Buyer The Company and its Subsidiaries have ------------------ filed with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act of 1985, as amended, and the Listing Rules of the London Stock Exchange Limited and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by the Company and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". The Company has furnished delivered or made available to Seller (through XXXXX or otherwise) true the Purchasers accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by the Company and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of the Company and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. The Company shall deliver to the Purchasers as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.

Securities Filings. Buyer (i) Parent has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies of filed all reports or registration statements it has and schedules required to be filed with the SEC under Securities and Exchange Commission during the 12 months immediately preceding the date of this Agreement pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Buyer Exchange Act”), and the regulations thereunder (collectively the “SEC DocumentsReports”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act Reports (including all schedules thereto and documents incorporated by reference therein), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None Each of the Buyer SEC Documents Reports and each registration statement filed under the Securities Act (“Registration Statements”) at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied in all material respects with the Exchange Act or the Securities Act, as applicable. (ii) The consolidated financial statements (including, in each case, any related notes thereto) contained an in the SEC Reports (i) complied with applicable accounting requirements and the published regulations with respect thereto, (ii) were prepared in accordance with GAAP (except in the case of interim balance sheets, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present the consolidated financial position of the Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. (iii) The proxy statement filed in preliminary form in respect of the annual meeting of shareholders to beheld in January, 2005 complies, or as amended prior to the mailing thereof will comply, in all material respects with the requirements of the Exchange Act and the regulations thereunder, and does not, and will not at any time prior to such shareholders meeting, contain any untrue statement of a material fact or omitted to state omit a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statementstherein, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations light of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has circumstances under which there are made not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPmisleading.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwisea) true Precision and complete copies of all reports or registration statements it has PDLP have filed with the SEC under the Securities Act all documents required to be so filed by them since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act and with the Canadian Securities Regulatory Authorities all documents required to be filed since January 1, 2007 under Applicable Canadian Securities Laws, and have made available to Grey Wolf each registration statement, periodic or other report, proxy statement, schedule or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC or the Canadian Securities Regulatory Authorities, as the case may be (collectively, the “Buyer SEC DocumentsPrecision Reports”). As of their respective filing datesused in this Section 4.7, the Buyer SEC Documents term “file” shall include any reports on Form 6-K. As of its respective date or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Precision Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicableSOX, none of Applicable Canadian Securities Laws, and the Buyer SEC Documents filed under the Exchange Act contained rules and regulations thereunder and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None Each of the Buyer SEC Documents filed under consolidated balance sheets included in or incorporated by reference into the Securities Act contained an untrue statement Precision Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Precision and the Precision Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in unitholders’ equity included in or incorporated by reference into the Precision Reports (including any related notes and schedules) fairly presents in all material fact respects the results of operations, cash flows or omitted to state a material fact required to be stated changes in unitholders’ equity, as the case may be, of Precision and the Precision Subsidiaries for the periods set forth therein or necessary to make the (such consolidated balance sheets and consolidated statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statementsof operations, cash flows and changes in unitholders’ equity, each including the notes and schedules thereto, included in the Buyer SEC Documents (the “Buyer Precision Financial Statements”). The Precision Financial Statements (i) comply complied as to form in all material respects with the published rules and regulations of the SEC, the applicable Canadian Securities Regulatory Authorities, the applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian Securities Regulatory Authorities with respect thereto, have been prepared in accordance with GAAP consistently applied thereto (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal audit adjustmentsas permitted by the rules of the Canadian Securities Regulatory Authorities) and (ii) were prepared in accordance with Canadian GAAP consistently applied during the periods involved, except as may be noted in the Precision Financial Statements or as permitted by Form 20-F or Form 6-K. (b) Precision has not entered into or modified any loans or arrangements with its officers or trustees or the directors or officers of PDC in violation of Section 402 of SOX. Precision has established and maintains disclosure controls and procedures and internal controls over financial reporting (within the meaning Rules 13a-15(e) and 15d-15(e) of the Exchange Act and the applicable Canadian Securities Regulatory Authorities). Precision’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Precision in the reports that it files under the Exchange Act or Applicable Canadian Securities Laws are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC or the applicable Canadian Securities Regulatory Authorities and that all such material information is accumulated and communicated to the management of Precision as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX and Applicable Canadian Securities Laws. The management of PDC, on behalf of Precision, has completed its assessment of the effectiveness of Precision’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX and the Applicable Canadian Securities Laws for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Precision or PDC, Precision has disclosed, based on its most recent evaluations, to Precision’s outside auditors and the audit committee of the PDC Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Precision’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act and the Applicable Canadian Securities Laws) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Precision’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Precision or PDC, neither Precision nor any of the Precision Subsidiaries nor any trustee, director, officer, employee, auditor, accountant or representative of Precision or any of the Precision Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Precision or any of the Precision Subsidiaries, including any material complaint, allegation, assertion or Claim that Precision or any of the Precision Subsidiaries has a “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date of the balance sheet for Buyerhereof), in Precision’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPinternal controls over financial reporting.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies Except as set forth in Section 2.21 of all reports or registration statements it the Disclosure Schedule, the Company has filed with all reports, schedules, forms, statements and other documents required to be filed by the SEC under Company under: (a) the Securities Act and the Exchange Act Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Buyer SEC DocumentsReports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, the Buyer SEC Documents Reports complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and none of the Buyer SEC Documents filed under the Exchange Act Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading; (b) the rules and regulations of the NZX for the two years preceding the date hereof (or such shorter period as the Company was required by Applicable Law to file such material) (the foregoing materials, except including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “NZX Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such NZX Reports prior to the extent corrected by a subsequently filed document expiration of any such extension. As of their respective dates, the NZX Reports complied in all material respects with the SEC. None requirements of the Buyer SEC Documents filed under NZX, and none of the Securities Act NZX Reports, when filed, contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjecttherein, in the case of unaudited statements, to normal audit adjustments). Since the date light of the balance sheet for Buyer’s most recent fiscal year end included in circumstances under which they were made, not misleading; and (c) any Applicable Laws of New Zealand to which the Buyer Financial Statements, Buyer has not effected any change in any method Company is subject as a result of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPits listing on the NZX.

Securities Filings. Buyer has furnished or made available to Seller Sellers (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has filed with the SEC under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.audit

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwisea) true Each of (i) Zydeco's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Annual Report"), (ii) Zydeco's Quarterly Report on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) the Registration Statement and complete copies of (iv) all other reports or registration statements it has filed with the SEC by Zydeco under the Securities Act and the Exchange Act (all of the “Buyer foregoing materials, together with any amendments thereto and documents incorporated by reference therein are referred to herein as the "SEC Documents”). Filings") have been filed with the Commission and true and correct copies of which have been delivered to Wavefield. (b) As of their respective its filing datesdate, the Buyer or if applicable, its effective date, each SEC Documents Filing complied in all material respects with the requirements of the Regulations applicable to such SEC Filing, including the Securities Act and the Exchange Act. (c) As of its filing date or, if applicable, its effective date, each SEC Filing filed pursuant to the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except . Zydeco has filed all reports under the Exchange Act that were required to the extent corrected by a subsequently be filed document with the SEC. None as of the Buyer SEC Documents date hereof and will have filed all such reports required to have been filed through the Effective Time. (d) Zydeco has filed, or caused to be filed, all filings with governmental authorities required under the Securities Act contained or applicable state securities or "blue sky" laws in order to perfect registration or qualification, or an untrue statement exemption from such registration or qualification, for the offer and sale of material fact all securities of Zydeco, except where the omission of such filing will not (i) affect the availability of an applicable exemption from registration or omitted to state a material fact required to be stated therein or necessary to make qualification, (ii) materially and adversely impact the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations marketability of the SEC with respect thereto, outstanding Zydeco Common Stock or (iii) otherwise have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPMaterial Adverse Effect.

Securities Filings. Buyer has furnished or made available to Seller The Company is a "REPORTING ISSUER" in the Provinces of Alberta, British Columbia, and Ontario within the meaning of the applicable securities laws of such provinces and regulations, orders, and instruments enacted thereunder (through XXXXX or otherwisecollectively, the "SECURITIES LAWS") true and complete copies is not in default of all reports or registration statements it any requirement in relation thereto. The Company has filed with the SEC under the Securities Act securities commissions of each of Alberta, British Columbia, and the Exchange Act Ontario (the “Buyer SEC Documents”). As of their respective filing datescollectively, the Buyer SEC Documents "COMMISSIONS") all forms, reports, schedules, statements, and other documents (excluding exhibits) required to be filed by it under all Securities Laws. All forms, reports, schedules, statements, and other documents (including all amendments thereto) filed by the Company with the Commissions since such date are herein collectively referred to as the "COMMISSION FILINGS". The Commission Filings, at the time filed, complied in all material respects with the all requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SECLaws. None of the Buyer SEC Documents filed under Commission Filings, including, without limitation, any financial statements or schedules included therein, at the Securities Act time filed, contained an untrue statement of material fact or omitted an omission to state a material fact that is required to be stated therein or that is necessary to make the statements therein a statement not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (light of the “Buyer Financial Statements”) comply circumstances in which it was made, except as to form the same was corrected or superseded in all material respects with applicable accounting requirements and a subsequent document duly filed with the published Commissions. Except for those contracts not required to be filed pursuant to the rules and regulations of the SEC with respect theretoCommission, all material contracts of the Company and the Subsidiaries have been prepared included in accordance the Commission Filings. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Commission Filings present fairly in all material respects, in conformity with GAAP consistently generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly Buyer’s thereto and, in the case of the unaudited consolidated interim financial statements, except to the extent that preparation of such financial statements in accordance with generally accepted accounting principles is not required by applicable rules of the Commission), the consolidated financial position at of the Company as of the dates thereof and its consolidated results of its operations and cash flows for the periods then ended (subject, subject to normal year end audit adjustments in the case of any unaudited interim financial statements). None of the Commissions, the Toronto Stock Exchange, or any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, and no such proceeding is, to normal audit adjustments). Since the date knowledge of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial StatementsCompany, Buyer has not effected any change in any method of accounting pending, contemplated, or accounting practice, except for any such change required because of a concurrent change in GAAPthreatened.