Common use of SECURITIES REPORTS AND FINANCIAL STATEMENTS Clause in Contracts

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have filed all forms, reports and documents required to be filed by them by the SEC or pursuant to relevant United States securities statutes, regulations, policies and rules (collectively, the "US Co Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co and such predecessor corporations contained in the US Co Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co and such predecessor corporations and the consolidated US Co Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co Chauvco and all predecessor corporations to US Co Chauvco have filed all forms, reports and documents with the Commissions required to be filed by it or them by the SEC or pursuant to relevant United States Canadian securities statutes, regulations, policies and rules (collectively, the "US Co Chauvco Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co Chauvco Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co Chauvco and such predecessor corporations contained in the US Co Chauvco Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States Canadian securities statutes with respect thereto, were prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co Chauvco and such predecessor corporations and the consolidated US Co Chauvco Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting policies or the methods of making accounting estimates of Chauvco or its predecessor corporations or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co Except as set forth on the Disclosure Schedule, each form, report, schedule, registration statement and all predecessor corporations to US Co have filed all forms, reports and documents required to be definitive proxy statement filed by them by the SEC or pursuant Company with the Securities and Exchange Commission ("SEC") since December 31, 1995 and prior to relevant United States securities statutesthe date hereof (as such documents have been amended prior to the date hereof, regulations, policies and rules (collectively, collectively the "US Co Securities Company SEC Reports"), all as of which have their respective dates, complied in all material respects with all the applicable requirements of such statutesthe Securities Act and the Exchange Act and the rules and regulations thereunder. Except as set forth in the Disclosure Schedule, regulations, policies and rules. None none of the US Co Securities Company SEC Reports, at the time filed or as subsequently amendedof their respective dates, 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 under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent Company SEC Reports filed prior to the date hereof. The consolidated financial statements of US Co the Company and its subsidiaries included in such predecessor corporations contained in the US Co Securities Reports complied reports comply in all material respects with the then applicable accounting requirements and with the published rules and regulations of the relevant United States securities statutes SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by applicable laws, rules or regulationsForm 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal year-end audit adjustments) the consolidated financial position of US Co the Company and such predecessor corporations and its subsidiaries as of the consolidated US Co Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There Except as set forth in the Disclosure Schedule, since December 31, 1995, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of the Company and its subsidiaries, as of September 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after such interim date and are consistent with past practices, (B) are disclosed in the Company SEC Reports filed after such date, or (C) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since December 31, 1995, there has been no change in any of the significant accounting policies (including tax accounting) policies, practices or procedures of the methods of making accounting estimates Company or changes in estimates of US Co or its predecessor corporations that are any material to such financial statements, except as described in the notes theretosubsidiary.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co Except as would not have a Material Adverse Effect on Weatherford, each of Weatherford, Services and all predecessor corporations to US Co have WCL has filed all forms, reports and documents required to be filed by them it by the SEC SEC, the Commissions, the TSE, the NYSE, or pursuant to relevant United States and Canadian securities statutes, regulations, policies and rules (collectively, the "US Co Weatherford Securities Reports"), all of which have complied at their respective dates of filing in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co Weatherford Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co and such predecessor corporations Weatherford contained in the US Co Weatherford Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States and Canadian securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, normal year-end audit adjustments) the consolidated financial position of US Co Weatherford and such predecessor corporations and the its consolidated US Co Weatherford Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the accounting Weatxxxxxxx'x xxxounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co Except as set forth on the Disclosure Schedule, each form, report, schedule, registration statement and all predecessor corporations to US Co have filed all forms, reports and documents required to be definitive proxy statement filed by them by the SEC or pursuant Company with the Securities and Exchange Commission ("SEC") since December 31, 1995 and prior to relevant United States securities statutesthe date hereof (as such documents have been amended prior to the date hereof, regulations, policies and rules (collectively, collectively the "US Co Securities ReportsCOMPANY SEC REPORTS"), all as of which have their respective dates, complied in all material respects with all the applicable requirements of such statutesthe Securities Act and the Exchange Act and the rules and regulations thereunder. Except as set forth in the Disclosure Schedule, regulations, policies and rules. None none of the US Co Securities Company SEC Reports, at the time filed or as subsequently amendedof their respective dates, 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 under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent Company SEC Reports filed prior to the date hereof. The consolidated financial statements of US Co the Company and its subsidiaries included in such predecessor corporations contained in the US Co Securities Reports complied reports comply in all material respects with the then applicable accounting requirements and with the published rules and regulations of the relevant United States securities statutes SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may have been be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by applicable laws, rules or regulationsForm 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, normal year-end audit adjustments) the consolidated financial position of US Co the Company and such predecessor corporations and its subsidiaries as of the consolidated US Co Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There Except as set forth in the Disclosure Schedule, since December 31, 1995, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of the Company and its subsidiaries, as of September 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after such interim date and are consistent with past practices, (B) are disclosed in the Company SEC Reports filed after such date, or (C) would not, individually or in the aggregate, have a Company Material Adverse Effect. Since December 31, 1995, there has been no change in any of the significant accounting policies (including tax accounting) policies, practices or procedures of the methods of making accounting estimates Company or changes in estimates of US Co or its predecessor corporations that are any material to such financial statements, except as described in the notes theretosubsidiary.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have PASW has filed all forms, reports and documents required to be filed by them by the SEC or pursuant to relevant United States securities statutes, regulations, policies and rules (collectively, the "US Co PASW Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co PASW Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co and such predecessor corporations PASW contained in the US Co PASW Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co and such predecessor corporations and the consolidated US Co Subsidiaries PASW as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the PASW's accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have Alpine has filed all forms, reports and documents required to be filed by them by it with the SEC Commissions and the TSE or pursuant to relevant United States Canadian securities statutes, regulations, policies and rules (collectively, the "US Co Alpine Securities Reports"), all of which have complied at their respective dates of filing in all material respects with all applicable requirements of such statutes, regulations, policies and rules, and is not in default of any requirement thereof. Alpine has heretofore delivered to Weatxxxxxxx xxxies of all Alpine Securities Reports filed since January 1, 1995. None of the US Co Alpine Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The All Alpine Securities Reports heretofore filed and the financial statements of US Co and such predecessor corporations Alpine contained in the US Co Alpine Securities Reports complied in all material respects with the applicable securities laws, the rules and regulations of the Commissions thereunder and all requirements of the TSE, and with the then applicable accounting requirements and the published rules and regulations of the relevant United States Canadian securities statutes and the Commissions with respect theretoto accounting matters, were and were, in the case of all such financial statements, prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present presented (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co Alpine and such predecessor corporations and the its consolidated US Co Alpine Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the Alpine's accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such its financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have (a) EduTrek has filed all forms, reports and documents required to be filed by them it by the SEC or pursuant to relevant applicable United States securities statutes, regulations, policies and rules (collectively, the "US Co EduTrek Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co EduTrek Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co and such predecessor corporations EduTrek contained in the US Co EduTrek Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co EduTrek and such predecessor corporations and the its consolidated US Co EduTrek Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. EduTrek has provided to ITI all of the EduTrek Securities Reports. (b) There has been no change in the EduTrek's accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto. (c) The books, records and accounts of EduTrek and the EduTrek Subsidiaries (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect in all material respects the transactions and dispositions of the assets of EduTrek and the EduTrek Subsidiaries and (iii) accurately and fairly reflect in all material respects the basis for the EduTrek financial statements. EduTrek has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iv) transactions are executed in accordance with management's general or specific authorization; and (v) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with United States generally accepted accounting principles or any other criteria applicable to such statements and (B) to maintain accountability for assets.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have a. Gran Tierra has filed all forms, reports, annual reports and documents required to be filed by them by it with the SEC or pursuant to relevant United States securities statutesthe Securities Act and the Exchange Act and the rules thereunder and all forms, regulationsreports, policies annual reports and rules documents required to be filed by it with the Commissions and AMEX and the TSX (collectively, the "US Co “Gran Tierra Securities Reports"”), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co Gran Tierra Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No subsidiary of Gran Tierra is required to file any form, report or other document with the SEC or the Commissions. The financial statements of US Co and such predecessor corporations Gran Tierra contained in the US Co Gran Tierra Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co Gran Tierra and such predecessor corporations and the its consolidated US Co Gran Tierra Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. . b. There has been no change in the Gran Tierra’s accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co a. Solana has filed, if required, all forms, reports, annual reports, business acquisition reports and all predecessor corporations documents with the SEC pursuant to US Co have the Securities Act and the Exchange Act and the rules and regulations thereunder and with the Commissions pursuant to relevant Canadian securities statutes, regulations, policies and rules and filed all forms, reports, annual reports, business acquisition reports and documents with the Alternative Investment Market of the London Stock Exchange plc (the “AIM”) and the TSX Venture Exchange required to be filed by them by it pursuant the SEC or pursuant to relevant United States securities statutes, regulations, policies and rules (collectively, the "US Co “Solana Securities Reports"”), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co Solana Securities Reports, at the time filed or as subsequently amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No subsidiary of Solana is required to file any form, report or other document with the SEC or the Commissions. The financial statements of US Co and such predecessor corporations Solana contained in the US Co Solana Canadian Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the relevant United States Canadian securities statutes with respect thereto, were prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co Solana and such predecessor corporations and the its consolidated US Co Solana Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. . b. There has been no change in the Solana’s accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.

SECURITIES REPORTS AND FINANCIAL STATEMENTS. US Co and all predecessor corporations to US Co have BOOKS AND RECORDS CCo has filed all forms, reports, annual reports and documents required to be filed by them by it with the SEC or pursuant to relevant United States securities statutes, regulations, policies and rules (collectively, the "US Co CCo Securities Reports"), all of which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and rules. None of the US Co CCo Securities Reports, at the time filed or as subsequently amendedamended or supplemented, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of US Co and such predecessor corporations CCo contained in the US Co CCo Securities Reports complied in all material respects with the then applicable accounting requirements and the published rules and regulations of under the relevant United States securities statutes with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable laws, rules or regulations) and fairly present in all material respects (subject, in the case of the unaudited statements, to normal, year-end audit adjustments) the consolidated financial position of US Co CCo and such predecessor corporations and the its consolidated US Co CCo Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. There has been no change in the CCo's accounting policies or the methods of making accounting estimates or changes in estimates of US Co or its predecessor corporations that are material to such financial statements, except as described in the notes thereto.