Common use of Securities Reports; Financial Statements Clause in Contracts

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports reports, schedules, statements and documents required to be filed with the SEC by Applicable Securities Legislation since December 31, 20011999 (the "Securities Reports"), and as of all the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form Securities Reports have been filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects on a timely basis and delivered to Parent. The Securities Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of applicable Law the Applicable Securities Legislation and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date hereof, or will not at then on the time they are filed, date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or is obligated to file, any other forms, reports, schedules, statements or other documents pursuant to Applicable Securities Legislation. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC ReportsSecurities Reports (i) complied in all material respects with applicable accounting requirements and Applicable Securities Legislation with respect thereto, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be (ii) were prepared in accordance with GAAP generally accepted accounting principles as recommended in the handbook of the Canadian Institute of Chartered Accountants applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to "GAAP"), and (iii) and each fairly presents in all material respects present the consolidated financial position of the Company and the Company its Subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any the unaudited interim financial statements included in the Securities Reports were or are subject to normal and recurring year-end adjustments, which were adjustments that have not or been and are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has Seller and each Seller Subsidiary have filed all forms, reports and documents required to be filed with the SEC since December 31February 6, 20012004, and as of the date of this Agreement has have delivered or made available to Seller the Company (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC Seller since December 31February 6, 20012004, (ivii) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31February 6, 20012004, (viii) all other reports or registration statements filed by the Company Seller with the SEC since December 31February 6, 20012004, (iv) the final registration statement on Form S-1 and the final prospectus filed with the SEC in connection with Seller’s initial public offering and (viv) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31February 6, 2001 2004 (collectively, the “Company Seller SEC Reports”). The Company Seller SEC Reports, including all Company Seller SEC Reports filed after the date of this AgreementAgreement which shall include Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and all proxy statements relating to Seller’s meetings of stockholders (whether annual or special) held after the date hereof, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reportingdisclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To Seller’s knowledge, a report Seller’s auditors will deliver to Seller an unqualified audit opinion with respect to Seller’s financial statements as of and for the audit committee or which is otherwise materialyear ended December 31, 2004. (c) The CompanySeller, and to the knowledge of the CompanySeller, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC thereunder, thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company Seller with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.since

Securities Reports; Financial Statements. (a) The Company has filed all All forms, reports and documents required to be filed by Integra with the SEC Commission since December 31January 1, 2001, and as of the date of this Agreement has delivered or made available to Seller 2007 (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company Integra SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Integra SEC Reports, including any Company Integra SEC Reports filed since after the date of this Agreement and prior to or on the Effective TimeClosing Date, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Integra and the Company Integra Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company Integra has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring public reporting, a report disclosure pursuant to Item 304 of Regulation S-K promulgated by the audit committee or which is otherwise materialCommission. (c) The CompanyIntegra has made available to Peoples a complete and correct copy of any amendments or modifications which are required to be filed with the Commission, but have not yet been filed with the Commission, to (i) Integra SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by Integra with the Commission pursuant to the knowledge Securities Act and Exchange Act (together with Integra SEC Reports, the “Integra SEC Documents”). Integra has timely responded to all comment letters and other correspondence of the Companystaff of the Commission relating to the Integra SEC Documents, and the staff has not advised Integra that any final responses are inadequate, insufficient or otherwise non-responsive. Integra has made available to Peoples complete and correct copies of all correspondence between the Commission, on the one hand, and Integra and any of the Integra Subsidiaries, on the other hand, with respect to the Integra SEC Documents. To Integra’s Knowledge, none of the Integra SEC Documents is the subject of ongoing staff review or outstanding comment. (d) Integra and, to Integra’s Knowledge, each of its officers and directors directors, are in compliance with and have complied in all material respects with (Ai) the applicable provisions of Xxxxxxxxthe Sxxxxxxx-Xxxxx Act of 2002 and any related the rules and regulations promulgated by the SEC thereunder, as amended (“Sxxxxxxx-Xxxxx”), and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQthe Nasdaq Global Market. With respect to each Report on Form 10-K, each Report on K and Form 10-Q and each amendment of any such report filed by included in the Company with the Integra SEC since August 29, 2002Reports, the Chief Executive Officer and Chief Financial Officer of the Company Integra have made all certifications required by XxxxxxxxSections 302 and 906 of Sxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when madecorrect. Further, the Company Integra has established and maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company Integra and the subsidiaries Integra Subsidiaries required to be disclosed by the Company Integra in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECCommission, and that such information is accumulated and communicated to the CompanyIntegra’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company Integra required by Section 302 of XxxxxxxxSxxxxxxx-Xxxxx with respect to such reports. Based For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms under Sxxxxxxx-Xxxxx. (e) Integra has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To Integra’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Integra’s financial reporting and the preparation of Integra’s financial statements for external purposes in accordance with GAAP. Integra has disclosed, based on its most recent evaluation by of internal controls prior to the Companydate hereof, to Integra’s Chief Executive Officer auditors and Chief Financial Officer, there are no “audit committee (i) any significant deficiencies” deficiencies and material weaknesses known to Integra in the design or operation of the Company’s internal controls and procedures which could are reasonably likely to adversely affect the Companyin a material respect Integra’s ability to record, process, summarize and report financial data information and (ii) any material fraud known to Integra that involves management or any “material weaknesses” other employees who have a significant role in the Company’s internal controls. FurtherIntegra has made available to Peoples a summary of any such disclosure regarding material weaknesses and fraud made by management to Integra’s auditors and audit committee since December 31, the Company and the Company Subsidiaries have designed and maintain 2004. For purposes of this Agreement, a system of “significant deficiency” in internal controls over means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes data reliably in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally annual or in writing, any notification interim financial statements that its independent auditor (i) believes that the Company is more than inconsequential will not be able to complete its assessment before prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the reporting deadline, or, if completed, that it annual or interim financial statements will not be completed in sufficient time for the independent auditor to complete its assessment prevented or (ii) will not be able to issue unqualified attestation reports with respect theretodetected on a timely basis. (df) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company Integra included in the CompanyIntegra’s Quarterly Report on Form 10-Q for the period ended September June 30, 20042007, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September June 30, 20042007, neither Company Integra nor any Company Integra Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), ) that is required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeIntegra. (eg) The Company Integra has not been notified by its independent registered public accounting firm or by the staff of the SEC Commission that such accounting firm or the staff of the SECCommission, as the case may be, are is of the view that any financial statement included in any registration statement filed by the Company Integra under the Securities Act or any periodic or current report filed by the Company Integra under the Exchange Act should be restated, or that the Company Integra should modify its accounting in future periods in a manner that would have have, or would be reasonably expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeIntegra. (fh) Since January 1December 31, 20042006, neither none of Integra, the Company nor the Company Subsidiaries norIntegra Subsidiaries, any executive officer of Integra or, to the CompanyIntegra’s knowledgeKnowledge, any director, officer, employee, auditor, accountant or representative of the Company Integra or the Company Integra Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Integra or the Company Integra Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company Integra or the Company Subsidiaries any Integra Subsidiary has engaged in questionable accounting or auditing practices. To the CompanyIntegra’s knowledgeKnowledge, no attorney representing the Company Integra or the Company or Integra Subsidiaries, whether or not employed by the Company Integra or the Company Integra Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company Integra, any Integra Subsidiary or any of its their officers, directors, employees or agents to the Integra or any Integra Subsidiary’s Board of Directors of the Company or any committee thereof or to any director or officer of the CompanyIntegra or any Integra Subsidiary. Since January 1December 31, 20042006, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officerIntegra’s Chief Executive Officer, chief financial officerChief Financial Officer, individuals performing similar functions, general counsel, the Integra’s or any Integra Subsidiary’s Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has and each Subsidiary have filed all forms, reports and documents required to be filed with with: (i) the SEC Securities and Exchange Commission (the "SEC") since December 31January 1, 20011997, and as of the date of this Agreement the Company has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, Buyer (iA) its Annual Reports on Form 10-K for the fiscal years ended January 1, 2000, December 3130, 2000 and December 29, 2001, 2002 and 2003, respectively, (iiB) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Current Reports on Form 8-K filed by the Company with the SEC since December 31January 1, 20012000, (vC) all other reports or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since December 31January 1, 2001, 2000 and (viD) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31January 1, 2001 2000 (collectively, the “"Company SEC Reports”"); and (ii) any other applicable federal or state securities authorities (all such reports and statements are collectively referred to with the Company SEC Reports as the "Company Reports"). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (ix) were or will be prepared in accordance in all material respects in accordance with the requirements of applicable Law the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (iiy) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective TimeTime (collectively, have been or will be the "Financial Statements"), complied in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principals ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAPthereto) and each fairly presents in all material respects accordance with applicable requirements of GAAP the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that (i) any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments (none of which were not or are not expected to will be material in amountmaterial, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, footnotes and (ii) for the liabilities incurred in the ordinary course of business consistent no representation is made with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, regard to the Company’s knowledge, any director, officer, employee, auditor, accountant 's compliance with the provisions of SFAS 142 relating to charges for impairment of goodwill or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereofother intangible assets.

Securities Reports; Financial Statements. (a) The Company has filed all All forms, reports and documents required to be filed by Peoples with the SEC Commission since December 31January 1, 2001, and as of the date of this Agreement has delivered or made available to Seller 2007 (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company Peoples SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (ix) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (iiy) did not at the time they were filed, or will not at the time they are filed, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Peoples SEC Reports, including any Company Peoples SEC Reports filed since after the date of this Agreement and prior to or on the Effective TimeClosing Date (the “Peoples Financial Statements”), have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Peoples and the Company Peoples Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company Peoples has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring public reporting, a report disclosure pursuant to Item 304 of Regulation S-K promulgated by the audit committee or which is otherwise materialCommission. (c) The CompanyPeoples has made available to Integra a complete and correct copy of any amendments or modifications which are required to be filed with the Commission, but have not yet been filed with the Commission, to (i) Peoples SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by Peoples with the Commission pursuant to the knowledge Securities Act and Exchange Act (together with Peoples SEC Reports, the “Peoples SEC Documents”). Peoples has timely responded to all comment letters and other correspondence of the Companystaff of the Commission relating to the Peoples SEC Documents, and the staff has not advised Peoples that any final responses are inadequate, insufficient or otherwise non-responsive. Peoples has made available to Integra complete and correct copies of all correspondence between the Commission, on the one hand, and Peoples and any of the Peoples Subsidiaries, on the other hand, with respect to the Peoples SEC Documents and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Integra any such correspondence sent or received after the date hereof. To Peoples’ Knowledge, none of the Peoples SEC Documents is the subject of ongoing staff review or outstanding comment. (d) Peoples and, to Peoples’ Knowledge, each of its officers and directors directors, are in compliance with and have complied in all material respects with (Ai) the applicable provisions of XxxxxxxxSxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunderXxxxx, and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQthe Nasdaq Global Market. With respect to each Report on Form 10-K, each Report on K and Form 10-Q and each amendment of any such report filed by included in the Company with the Peoples SEC since August 29, 2002Reports, the Chief Executive Officer and Chief Financial Officer of the Company Peoples have made all certifications required by XxxxxxxxSections 302 and 906 of Sxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when madecorrect. Further, the Company Peoples has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-non- financial) relating to the Company Peoples and the subsidiaries Peoples Subsidiaries required to be disclosed by the Company Peoples in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECCommission, and that such information is accumulated and communicated to the Company’s Peoples’ principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company Peoples required by Section 302 of XxxxxxxxSxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer . (e) Peoples Bank has established and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s maintains adequate internal controls and procedures which could adversely affect the Company’s ability to recordfor financial reporting, processand for complying with laws, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP12 C.F.R. § 363.2. The Company Management has assessed the effectiveness of such internal control structure and Company Subsidiaries have implemented such programs procedures for financial reporting as of December 31, 2006, and are taking such steps as are necessary to effect compliance (not later than BKD, LLP, has attested to, and reported separately on, management’s assertion of the relevant statutory effectiveness of Peoples Bank’s internal control structure and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time procedures for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect theretofinancial reporting. (df) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company Peoples included in the Company’s Peoples’ Quarterly Report on Form 10-Q for the period ended September June 30, 20042007, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September June 30, 20042007, neither Company Peoples nor any Company Peoples Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), ) that is required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholePeoples. (eg) The Company Peoples has not been notified by its independent registered public accounting firm or by the staff of the SEC Commission that such accounting firm or the staff of the SECCommission, as the case may be, are is of the view that any financial statement included in any registration statement filed by the Company Peoples under the Securities Act or any periodic or current report filed by the Company Peoples under the Exchange Act should be restated, or that the Company Peoples should modify its accounting in future periods in a manner that would have have, or would be reasonably expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholePeoples. (fh) Since January 1December 31, 20042006, neither none of Peoples, the Company nor the Company Subsidiaries norPeoples Subsidiaries, any executive officer of Peoples or, to the Company’s knowledgePeoples’ Knowledge, any director, officer, employee, auditor, accountant or representative of the Company Peoples or the Company Peoples Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Peoples or the Company Peoples Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company Peoples or the Company Subsidiaries any Peoples Subsidiary has engaged in questionable accounting or auditing practices. To the Company’s knowledgePeoples’ Knowledge, no attorney representing the Company Peoples or the Company or Peoples Subsidiaries, whether or not employed by the Company Peoples or the Company Peoples Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company Peoples, any Peoples Subsidiary or any of its their officers, directors, employees or agents to the Peoples’ or any Peoples Subsidiary’s Board of Directors of the Company or any committee thereof or to any director or officer of the CompanyPeoples or any Peoples Subsidiary. Since January 1December 31, 20042006, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officerPeoples’ Chief Executive Officer, chief financial officerChief Financial Officer, individuals performing similar functions, general counsel, the Peoples’ or any Peoples Subsidiary’s Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 2001, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except for (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company Parent has timely filed all forms, reports and documents with the SEC required to be filed with by it pursuant to Applicable Laws (collectively, the SEC since December 31, 2001, and as of the date of this Agreement "Parent Securities Reports"). Parent has delivered or made available to Seller the Company true and complete copies of (including pursuant to the SEC’s website), in the form filed with the SEC, (ia) its Annual Reports on Form 10-K for the fiscal years ended December 31September 30, 20011995, 2002 1996 and 2003, respectively1997, (iib) all proxy statements relating to the Company’s Parent's meetings of shareholders stockholders (whether annual or special) held since December 31October 13, 20011994, (iiic) all Reports on Form other Forms 10-K and 10-Q filed by the Company it with the SEC since December 31October 13, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (v) all other reports or registration statements filed by the Company with the SEC since December 31, 20011994, and (vid) all amendments and supplements to all such forms, reports and registration statements documents filed by the Company Parent with the SEC since December 31, 2001 (collectivelySEC. As of their respective dates, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Parent Securities Reports filed after the date of this Agreement, (i) were or will be prepared in accordance complied in all material respects with the all applicable requirements of applicable Law the Securities Act and (ii) the Exchange Act and the rules and regulations promulgated thereunder, and did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated . The financial statements (including, in each case, including any related notes theretonotes) contained of Parent included in the Company SEC Reports, including any Company SEC Parent Securities Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) applicable accounting requirements and with the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance published rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. , were prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (d) Except (i) for those liabilities that are fully reflected or reserved against on except as otherwise stated in the financial statements), and present fairly the consolidated balance sheet financial position, results of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30operations, 2004stockholders' equity, and liabilities (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise otherwise) and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SECcash flows, as the case may be, are of Parent and its consolidated Subsidiaries as of the view that any dates and for the periods indicated, subject, in the case of unaudited interim consolidated financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries norstatements, to (i) the Company’s knowledge, any director, officer, employee, auditor, accountant or representative absence of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practicescertain notes thereto and (ii) normal year-end audit adjustments. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company4.7. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereofABSENCE OF MATERIAL ADVERSE CHANGES AND UNDISCLOSED LIABILITIES.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as As of the date of this Agreement Agreement, Merchants has delivered or made available to Seller (including pursuant to the SEC’s website), Company in the form filed with the SEC, (iSEC(i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 2000, 1999 and 20031998, respectively, (ii) Quarterly Report on Form 10-Q for the period ended Xxxxx 00, 0000, (xxx) all definitive proxy statements relating to the Company’s Merchants meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 20011998, (iv) all Reports on Form 8-K filed by the Company Merchants with the SEC since December 31, 20011998, (v) all other reports or registration statements filed by the Company Merchants with the SEC since December 31, 20011998, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company Merchants with the SEC since December 31, 2001 1998, (collectively, the “Company "Merchants SEC Reports”"). The Company Merchants' SEC Reports, including all Company Merchants SEC Reports filed after the date of this Agreement, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Merchants SEC Reports, including any Company SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAPthereto) and each fairly presents in all material respects the consolidated financial position of the Company Merchants and the Company Subsidiaries its subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (Except as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against set forth on the consolidated balance sheet of the Company included Merchants and its subsidiaries as of December 31, 2001, including all notes thereto, neither Merchants nor its subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet, or in the Company’s Quarterly Report on Form 10-Q notes thereto, prepared in accordance with generally accepted accounting principles, except for the period ended September 30, 2004, and (ii) for the liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 20042001, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would not have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeMerchants. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has Since December 31, 1993, Acquiror and its subsidiaries have filed (x) all forms, reports reports, statements and other documents required to be filed (or filed by reference) with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its the Commission, including without limitation, (A) all Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectivelyK, (iiB) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001Q, (ivC) all Reports Proxy Statements relating to meetings of shareholders, (D) all required current reports on Form 8-K filed by the Company with the SEC since December 31, 2001K, (vE) all other reports or and registration statements filed by the Company with the SEC since December 31, 2001statements, and (viF) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company "Acquiror SEC Documents"), and (ii) any applicable state securities authorities, and (y) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where failure to file any such forms, reports, statements and other documents under this clause (y) would not have an Acquiror Adverse Effect (all such forms, reports, statements and other documents referred to in this Subsection (a) are, collectively, "Acquiror Reports”"). The Company SEC Acquiror Reports, including all Company SEC Acquiror Reports filed after the date of this Agreement, Agreement and prior to the Effective Time (i) were or will be prepared in accordance in all material respects in accordance with the requirements of applicable Law Law, and (ii) did not not, at the time times they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each Except as disclosed in Section 4.08(b) of the consolidated Acquiror Disclosure Schedules, and except for changes required under GAAP or by the Commission, each of Acquiror's financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC notes to such financial statements) included within the Acquiror Reports filed since the date of this Agreement and prior to or on the Effective Time, have (i) has been or will be prepared in all material respects in accordance with the published rules and regulations of the Financial Accounting Standards Board and GAAP and the Commission applied on a consistent basis throughout the periods involved involved, and (except as may be indicated in the notes thereto ii) fairly present, or required by reason of a concurrent change to GAAP) and each will fairly presents present, in all material respects respects, the consolidated financial position of the Company and the Company Subsidiaries Acquiror as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated; provided, except that any unaudited however, the interim financial statements were or are of Acquiror may (x) be subject to normal and or recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current adjustments at Acquiror's fiscal year-toend, (y) not necessarily be indicative of results for a full-date requiring public reportingfiscal year, a report to the audit committee or and (z) contain pro-forma financial information which is otherwise materialnot necessarily indicative of Acquiror's consolidated financial position. (c) The Company, Except as and to the knowledge extent disclosed in Section 4.08(c) of the CompanyAcquiror Disclosure Schedules, each neither Acquiror nor any of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and subsidiaries has any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment liabilities or obligations of any such report filed by the Company with the SEC since August 29nature (whether accrued, 2002absolute, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Actcontingent or otherwise) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries would be required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officerreflected on, or persons performing similar functionsreserved against in, as appropriate to allow timely decisions regarding required disclosure and to make the certifications a balance sheet of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial OfficerAcquiror, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes prepared in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor except (i) believes that as otherwise disclosed in Section 4.08(c) of the Company will not be able to complete its assessment before the reporting deadlineAcquiror Disclosure Schedules, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since September 30, 20041996, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or that would reasonably be expected to have, a Material not have an Acquiror Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeEffect. (ed) The Company has Since the date of Acquiror's most-recent filings with the Commission (whether on Form 10-Q or otherwise), there are no material facts and circumstances known to Acquiror that have not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that reported which would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of cause a material violation reduction in the value of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereofAcquiror's shares if known.

Securities Reports; Financial Statements. (a) The Company has Seller and each Seller Subsidiary have filed all forms, reports and documents required to be filed with the SEC since December 31February 6, 20012004, and as of the date of this Agreement has have delivered or made available to Seller the Company (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC Seller since December 31February 6, 20012004, (ivii) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31February 6, 20012004, (viii) all other reports or registration statements filed by the Company Seller with the SEC since December 31February 6, 20012004, (iv) the final registration statement on Form S-1 and the final prospectus filed with the SEC in connection with Seller’s initial public offering and (viv) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31February 6, 2001 2004 (collectively, the “Company Seller SEC Reports”). The Company Seller SEC Reports, including all Company Seller SEC Reports filed after the date of this AgreementAgreement which shall include Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and all proxy statements relating to Seller’s meetings of stockholders (whether annual or special) held after the date hereof, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reportingdisclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To Seller’s knowledge, a report Seller’s auditors will deliver to Seller an unqualified audit opinion with respect to Seller’s financial statements as of and for the audit committee or which is otherwise materialyear ended December 31, 2004. (c) The CompanySeller, and to the knowledge of the CompanySeller, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC thereunder, thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company Seller with the SEC since August 29February 6, 20022004, the Chief Executive Officer and Chief Financial Officer of the Company Seller have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the CompanySeller’s knowledge knowledge, the statements contained in each such certification were true and correct when made. Further, the Company Seller has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company Seller and the subsidiaries required to be disclosed by the Company Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the CompanySeller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company Seller required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. Based on the most recent evaluation by the CompanySeller’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the CompanySeller’s internal controls and procedures which could adversely affect the Company’s Seller’ ability to record, process, summarize and report financial data or any “material weaknesses” in the CompanySeller’s internal controls. FurtherFor purposes of this Agreement, the Company and the Company Subsidiaries have designed and maintain a system of internal “significant deficiency” in controls over means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes data reliably in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally annual or in writing, any notification interim financial statements that its independent auditor (i) believes that the Company is more than inconsequential will not be able to complete its assessment before the reporting deadlineprevented or detected. For purposes of this Agreement, ora “material weakness” in controls means a significant deficiency, if completedor a combination of significant deficiencies, that it results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be completed in sufficient time for the independent auditor to complete its assessment prevented or (ii) will not be able to issue unqualified attestation reports with respect theretodetected. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including prospectuses, offering memoranda and TSE filing statements) with the Commissions, the TSE and the SEC required to be filed with by it pursuant to Applicable Laws (collectively, the SEC since December 31, 2001, and as of the date of this Agreement "Company Securities Reports"). The Company has delivered or made available to Seller Parent true and complete copies of (including pursuant to the SEC’s website), in the form filed with the SEC, (ia) its Annual Reports on Form 10-K Information Forms for the fiscal years ended December 31, 20011993, 2002 1994, 1995, 1996 and 2003, respectively1997, (iib) all proxy statements Proxy Circulars relating to meetings of the Company’s meetings of 's shareholders (whether annual or special) held since December 31January 1, 20011993, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001, (iv) all Reports on Form 8-K filed by the Company with the SEC since December 31, 2001, (vc) all other reports or registration statements Shareholders' Reports and other documents filed by the Company it with the SEC TSE or the Commissions since December 31January 1, 20011993, and (vid) all amendments and supplements to all such forms, reports and registration statements documents filed by the Company with the SEC since December 31, 2001 (collectivelyTSE or the Commissions. As of their respective dates, the “Company SEC Reports”). The Company SEC Reports, including all Company SEC Securities Reports filed after the date of this Agreement, (i) were or will be prepared in accordance complied in all material respects with the requirements of applicable Law Applicable Laws, and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated . The financial statements (including, in each case, including any related notes theretonotes) contained of the Company included in the Company SEC Reports, including any Company SEC Securities Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with applicable accounting requirements and with Applicable Laws, were prepared in conformity with Canadian generally accepted accounting principles applied on a consistent basis (A) except as otherwise stated in the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunderfinancial statements), and present fairly the consolidated financial position, results of operations, stockholders' equity, liabilities (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(econtingent or otherwise) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SECcash flows, as the case may be, are of the view that Company and its consolidated Subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim consolidated financial statements, to (i) the absence of certain notes thereto and (ii) normal year-end audit adjustments. The information to be contained in the Information Circular (including any financial statement included in any registration statement filed information referred to therein or incorporated therein by reference) relating to the Company under will be accurate and complete in all material respects as of the date thereof and will not contain a misrepresentation (as defined in the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken (Ontario)) as a wholeof such date. 3.7. ABSENCE OF MATERIAL ADVERSE CHANGES AND UNDISCLOSED LIABILITIES. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has Seller and each Seller Subsidiary have filed all forms, reports and documents required to be filed with the SEC since December 31February 6, 20012004, and as of the date of this Agreement has have delivered or made available to Seller the Company (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectively, (ii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC Seller since December 31February 6, 20012004, (ivii) all Reports on Form 8-K filed by the Company Seller with the SEC since December 31February 6, 20012004, (viii) all other reports or registration statements filed by the Company Seller with the SEC since December 31February 6, 20012004, (iv) the final registration statement on Form S-1 and the final prospectus filed with the SEC in connection with Seller’s initial public offering and (viv) all amendments and supplements to all such reports and registration statements filed by the Company Seller with the SEC since December 31February 6, 2001 2004 (collectively, the “Company Seller SEC Reports”). The Company Seller SEC Reports, including all Company Seller SEC Reports filed after the date of this AgreementAgreement which shall include Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and all proxy statements relating to Seller’s meetings of stockholders (whether annual or special) held after the date hereof, (i) were or will be prepared in accordance in all material respects with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Seller SEC Reports, including any Company Seller SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company Seller has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reportingdisclosure pursuant to Item 304 of Regulation S-K promulgated by the SEC. To Seller’s knowledge, a report Seller’s auditors will deliver to Seller an unqualified audit opinion with respect to Seller’s financial statements as of and for the audit committee or which is otherwise materialyear ended December 31, 2004. (c) The CompanySeller, and to the knowledge of the CompanySeller, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC thereunder, thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment of any such report filed by the Company Seller with the SEC since August 29February 6, 20022004, the Chief Executive Officer and Chief Financial Officer of the Company Seller have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the CompanySeller’s knowledge knowledge, the statements contained in each such certification were true and correct when made. Further, the Company Seller has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company Seller and the subsidiaries required to be disclosed by the Company Seller in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the CompanySeller’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company Seller required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. Based on the most recent evaluation by the CompanySeller’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the CompanySeller’s internal controls and procedures which could adversely affect the Company’s Seller’ ability to record, process, summarize and report financial data or any “material weaknesses” in the CompanySeller’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system For purposes of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to havethis Agreement, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.“

Securities Reports; Financial Statements. (a) The Company has Since December 31, 1997, Acquiror and its subsidiaries have timely filed (x) all forms, reports reports, statements, registration statements and other documents required to be filed (or filed by reference) with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its the Securities and Exchange Commission (the "COMMISSION"), including without limitation, (A) all Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectivelyK, (iiB) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001Q, (ivC) all Reports Proxy Statements relating to meetings of shareholders, (D) all required current reports on Form 8-K filed by the Company with the SEC since December 31, 2001K, (vE) all other reports or and registration statements filed by the Company with the SEC since December 31, 2001statements, and (viF) all amendments and supplements to all such reports and registration statements, and (ii) any applicable state securities authorities, and (y) all forms, reports, statements and other documents required to be filed by the Company with the SEC since December 31any other applicable federal or state regulatory authorities, 2001 except where failure to file any such forms, reports, statements and other documents under this clause (y) would not have an Acquiror Adverse Effect (all such forms, reports, statements, registration statements and other documents referred to in this Subsection (a) are, collectively, the “Company SEC Reports”"ACQUIROR REPORTS"). . (b) The Company SEC Reports, including all Company SEC Acquiror Reports filed after the date complied as of this Agreement, (i) were or will be prepared in accordance their respective dates in all material respects with the then applicable requirements of applicable Law the Securities Act and (ii) the Exchange. As of their respective dates, the Acquiror Reports did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b. Except as disclosed in Section 4.06(b) Each of the Acquiror Disclosure Schedules, each of Acquiror's consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC notes to such financial statements) included within the Acquiror Reports filed since the date of this Agreement and prior to or on the Effective Time, have (i) has been or will be prepared in all material respects in accordance with the published rules and regulations of GAAP and the Commission applied on a consistent basis throughout the periods involved involved, and (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAPii) and each fairly presents present in all material respects respects, the consolidated financial position of the Company and the Company Subsidiaries Acquiror as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated; provided, except that any unaudited however, the interim financial statements were or are of Acquiror may (x) be subject to normal and or recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current adjustments at Acquiror's fiscal year-toend, (y) not necessarily be indicative of results for a full-date requiring public reportingfiscal year, a report to the audit committee or and (z) contain pro-forma financial information which is otherwise materialnot necessarily indicative of Acquiror's consolidated financial position. (c) The Company, and to the knowledge of the Company, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment Acquiror has no liabilities or indebtedness of any such report filed by the Company with the SEC since August 29nature whatsoever, 2002, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements except for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able liabilities and indebtedness set forth in Acquiror Reports filed prior to complete its assessment before the reporting deadlineJanuary 1, or2000, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended and indebtedness which have arisen after September 30, 2004, and (ii) for the liabilities incurred 1999 in the ordinary course of business consistent of Acquiror, (iii) liabilities and indebtedness set forth in Section 4.06(c) of the Acquiror Disclosure Schedules, (iv) liabilities and indebtedness incurred in connection with past practice since September 30the transaction contemplated herein, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever and (whether absolute, accrued, contingent or v) except as otherwise and whether due or to become dueset forth in this Section 4.06(c), required to be disclosed on a balance sheet prepared any such liability in accordance with GAAP that, either alone each case less than $1,000,000 or when combined with all similar less than $10,000,000 in aggregate liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has Since December 31, 1993, Acquiror and its subsidiaries have filed (x) all forms, reports reports, statements and other documents required to be filed (or filed by reference) with the SEC since December 31, 2001, and as of the date of this Agreement has delivered or made available to Seller (including pursuant to the SEC’s website), in the form filed with the SEC, (i) its the Commission, including without limitation, (A) all Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, 2002 and 2003, respectivelyK, (iiB) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Quarterly Reports on Form 10-Q filed by the Company with the SEC since December 31, 2001Q, (ivC) all Reports Proxy Statements relating to meetings of shareholders, (D) all required current reports on Form 8-K filed by the Company with the SEC since December 31, 2001K, (vE) all other reports or and registration statements filed by the Company with the SEC since December 31, 2001statements, and (viF) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 2001 (collectively, the “Company "Acquiror SEC Documents"), and (ii) any applicable state securities authorities, and (y) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where failure to file any such forms, reports, statements and other documents under this clause (y) would not have an Acquiror Adverse Effect (all such forms, reports, statements and other documents referred to in this Subsection (a) are, collectively, "Acquiror Reports”"). The Company SEC Acquiror Reports, including all Company SEC Acquiror Reports filed after the date of this Agreement, Agreement and prior to the Effective Time (i) were or will be prepared in accordance in all material respects in accordance with the requirements of applicable Law Law, and (ii) did not not, at the time times they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each Except as disclosed in Section 4.08(b) of the consolidated Acquiror Disclosure Schedule, and except for changes required under GAAP or by the Commission, each of Acquiror's financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including any Company SEC notes to such financial statements) included within the Acquiror Reports filed since the date of this Agreement and prior to or on the Effective Time, have (i) has been or will be prepared in all material respects in accordance with the published rules and regulations of the Financial Accounting Standards Board and GAAP and the Commission applied on a consistent basis throughout the periods involved involved, and (except as may be indicated in the notes thereto ii) fairly present, or required by reason of a concurrent change to GAAP) and each will fairly presents present, in all material respects respects, the consolidated financial position of the Company and the Company Subsidiaries Acquiror as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated; provided, except that any unaudited however, the interim financial statements were or are of Acquiror may (x) be subject to normal and or recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current adjustments at Acquiror's fiscal year-toend, (y) not necessarily be indicative of results for a full-date requiring public reportingfiscal year, a report to the audit committee or and (z) contain pro-forma financial information which is otherwise materialnot necessarily indicative of Acquiror's consolidated financial position. (c) The Company, Except as and to the knowledge extent disclosed in Section 4.08(c) of the CompanyAcquiror Disclosure Schedule, each neither Acquiror nor any of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and subsidiaries has any related rules and regulations promulgated by the SEC thereunder, and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. With respect to each Report on Form 10-K, each Report on Form 10-Q and each amendment liabilities or obligations of any such report filed by the Company with the SEC since August 29nature (whether accrued, 2002absolute, the Chief Executive Officer and Chief Financial Officer of the Company have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the Company’s knowledge the statements contained in each such certification were true and correct when made. Further, the Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Actcontingent or otherwise) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries would be required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officerreflected on, or persons performing similar functionsreserved against in, as appropriate to allow timely decisions regarding required disclosure and to make the certifications a balance sheet of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial OfficerAcquiror, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. Further, the Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes prepared in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor except (i) believes that as otherwise disclosed in Section 4.08(c) of the Company will not be able to complete its assessment before the reporting deadlineAcquiror Disclosure Schedule, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect thereto. (d) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities obligations incurred in the ordinary course of business consistent with past practice since September 30March 31, 20041996, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company under the Securities Act or any periodic or current report filed by the Company under the Exchange Act should be restated, or that the Company should modify its accounting in future periods in a manner that would not have a Material an Acquiror Adverse Effect on the Company and the Company Subsidiaries, taken as a wholeEffect. (f) Since January 1, 2004, neither the Company nor the Company Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or the Company Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or the Company Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or the Company or Subsidiaries, whether or not employed by the Company or the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Board of Directors of the Company or any committee thereof.

Securities Reports; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 2001, and as As of the date of this Agreement Agreement, M&I has delivered or made available to Seller (including pursuant to the SEC’s website), Company in the form filed with the SEC, SEC (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 20012005, 2002 2004, 2003 and 20032002, respectively, (ii) Quarterly Reports on Form 10-Q for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006, (iii) all definitive proxy statements relating to the CompanyM&I’s meetings of shareholders (whether annual or special) held since December 31, 2001, (iii) all Reports on Form 10-Q filed by the Company with the SEC since December 31, 20012003, (iv) all Reports on Form 8-K filed by the Company M&I with the SEC since December 31, 20012003, (v) all other reports or registration statements filed by the Company M&I with the SEC since December 31, 20012003, and (vi) all amendments and supplements to all such reports and registration statements filed by the Company M&I with the SEC since December 31, 2001 2003, (collectively, “M&I SEC Reports”) and (vii) all reports filed with the Federal Deposit Insurance Corporation (the “Company FDIC”), the Office of the Comptroller of the Currency (the “OCC”), the Federal Reserve Board, the Office of Thrift Supervision (the “OTS”), the DFI and any other applicable Federal or state securities or banking authorities (all such reports and statements are collectively referred to with the M&I SEC Reports as the “M&I Reports”). The Company SEC M&I Reports, including all Company SEC M&I Reports filed after the date of this Agreement, (i) were or will be prepared in accordance comply as to form in all material respects with the requirements of the Securities and Exchange Act of 1934 and other applicable Law laws and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company M&I SEC Reports, including any Company M&I SEC Reports filed since the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAPthereto) and each fairly presents in all material respects the consolidated financial position of the Company M&I and the Company Subsidiaries its subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, adjustments which were not or are not expected to be material in amount, either individually or in the aggregate. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or which is otherwise material. (c) The CompanyExcept as set forth on the consolidated balance sheet of M&I and its subsidiaries as of September 30, and 2006, including all notes thereto, neither M&I nor its subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2006, that would not have a Material Adverse Effect on M&I. (d) M&I and, to the knowledge of the CompanyM&I, each of its officers and directors are in compliance with and have complied in all material respects with (A) the applicable provisions of Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC thereunder, thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. With respect to each Report on Form 10-K, each Report on K and Form 10-Q and each amendment of any such report filed by the Company with the SEC since August 29December 31, 20022003, the Chief Executive Officer and Chief Financial Officer of the Company M&I have made all certifications required by Xxxxxxxx-Xxxxx and the rules and regulations promulgated thereunder at the time of such filing, and to the CompanyM&I’s knowledge knowledge, the statements contained in each such certification were true and correct when made. Further, the Company M&I has established and maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company M&I and the subsidiaries required to be disclosed by the Company M&I in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the CompanyM&I’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company M&I required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reportsreport. (e) M&I has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). Based To the knowledge of M&I based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of M&I’s financial reporting and the preparation of M&I’s financial statements for external purposes in accordance with GAAP. M&I has disclosed, based on its most recent evaluation by of internal controls prior to the Companydate hereof, to M&I’s Chief Executive Officer auditors and Chief Financial Officer, there are no “audit committee (i) any significant deficiencies” deficiencies and material weaknesses known to M&I in the design or operation of the Company’s internal controls and procedures which could are reasonably likely to adversely affect the Companyin a material respect M&I’s ability to record, process, summarize and report financial data information and (ii) any material fraud known to M&I that involves management or any “material weaknesses” other employees who have a significant role in the Company’s internal controls. Further, M&I has made available to the Company a summary of any such disclosure regarding material weaknesses and the Company Subsidiaries have designed fraud made by management to M&I’s auditors and maintain a system audit committee since December 31, 2003. (f) There are no outstanding loans made by M&I or any of internal controls over financial reporting its subsidiaries to any executive officer (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 3b-7 promulgated under the Exchange Act) sufficient or director of M&I, other than loans that are subject to provide reasonable assurances regarding Regulation O under the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and Company Subsidiaries have implemented such programs and are taking such steps as are necessary to effect compliance (not later than the relevant statutory and regulatory deadline therefore) with all provisions of Section 404 of Xxxxxxxx-Xxxxx and the rules and regulations implemented thereto and have not received, orally or in writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the independent auditor to complete its assessment or (ii) will not be able to issue unqualified attestation reports with respect theretoFederal Reserve Act. (dg) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, and (ii) for the liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2004, neither Company nor any Company Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), required to be disclosed on a balance sheet prepared in accordance with GAAP that, either alone or when combined with all similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (e) The Company M&I has not been notified by its independent public accounting firm or by the staff of the SEC that such accounting firm or the staff of the SEC, as the case may be, are of the view that any financial statement included in any registration statement filed by the Company M&I under the Securities Act or any periodic or current report filed by the Company M&I under the Exchange Act should be restated, or that the Company M&I should modify its accounting in future periods in a manner that would have have, or would be reasonably expected to have, a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.M&I. (fh) Since January 1, 20042006, neither the Company M&I nor the Company Subsidiaries any of its subsidiaries nor, to the CompanyM&I’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company M&I or the Company Subsidiariesany of its subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company M&I or the Company Subsidiaries any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company M&I or the Company Subsidiaries any of its subsidiaries has engaged in questionable accounting or auditing practices. To the CompanyM&I’s knowledge, no attorney representing the Company M&I or the Company or Subsidiariesany of its subsidiaries, whether or not employed by the Company M&I or the Company Subsidiariesany of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company M&I or any of its officers, directors, employees or agents to the M&I’s Board of Directors of the Company or any committee thereof or to any director or officer of the Company. M&I. Since January 1, 20042006, there have been no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the M&I’s Board of Directors of the Company or any committee thereof.