Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) The Yankees Braves Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Braves Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees Braves for the fiscal year ended December 31, 2011 (the “Yankees Braves Financial Statements”) fairly presents the consolidated financial position of Yankees Braves and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Braves Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees Braves and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. (iii) Yankees Braves is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) , including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees Braves nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of YankeesBraves. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of YankeesBraves, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees Braves in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees Braves by others within Yankees Braves to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees Braves has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Braves Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of YankeesBraves, Yankees Braves had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees Braves to record, process, summarize and report financial information and (B) Yankees Braves has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in YankeesBraves’s internal control over financial reporting. (v) No attorney representing Yankees Braves or any of its Subsidiaries, whether or not employed by Yankees Braves or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees Braves evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees Braves or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of YankeesBraves, no employee of Yankees Braves or any of its Subsidiaries has provided or is providing information to any law enforcement agency or other Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees Braves or any of its Subsidiaries. (vii) To the knowledge of YankeesBraves, none of the Yankees Braves Reports (other than confidential treatment requests) is the subject of ongoing SEC review (other than confidential treatment requests)review. To the extent not available on ▇▇▇▇▇, Yankees Braves has made available to Braves Yankees true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Braves Reports and all written responses of Yankees Braves thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees ReportBraves Reports other than confidential treatment requests. To the knowledge of YankeesBraves, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of YankeesBraves.

Reports; Financial Statements. Since December 31, 1994, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (ithe "SEC") The Yankees Reports were required to be filed in a timely manner by it pursuant to the federal securities laws and in compliance the SEC rules and regulations thereunder (the "Company Filings"), all of which have been delivered or made available to Purchaser and all of which have complied in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereofSecurities Act of 1933, as of amended (the date of such amendment"Securities Act"), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the "Exchange Act"), and the rules and regulations promulgated thereunder. None of the Company Filings, including without limitation any financial statements or schedules included therein, at the “Exchange Act”) including Sections 13(k)(2time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements of the Company included in such reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as stated in such financial statements) and (3), since fairly present the enactment financial position of the ▇▇▇▇▇▇▇▇Company and its consolidated subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, in the case of the unaudited financial statements, to normal year-▇▇▇▇▇ Actend audit adjustments. Except as reflected, reserved against or otherwise disclosed in the financial statements of the Company included in the Company Filings, as otherwise disclosed in the Company Filings or as disclosed on Schedule 3.5, neither Yankees the Company nor any of its Affiliates subsidiaries has made, arranged, modified (in any material way)liabilities or obligations (whether accrued, absolute, contingent or forgiven personal loans to any executive officer or director of Yankees. (ivotherwise) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information would be required to be disclosed by Yankees reflected on, or reserved against in, the financial statements of the Company or in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment notes thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreementprepared in accordance with generally accepted accounting principles consistently applied, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses except liabilities arising in the design or operation ordinary course of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to recordbusiness since November 30, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting1997. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (ia) The Yankees Reports were Except as set forth on Schedule 5.4, since January 1, 2004, the Company has filed in a timely manner and in compliance in all material respects with all applicable Laws reports, schedules, forms, statements and other requirements applicable theretodocuments (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Company (such documents, the “Company SEC Documents”). As Except as set forth on Schedule 5.4, as of their respective dates (or if amended prior to the date hereof, as of the date of such amendment)dates, the Yankees Reports Company SEC Documents complied in all material respects with the requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements Securities Act of Yankees for the fiscal year ended December 311933, 2011 as amended, (the “Yankees Financial StatementsSecurities Act”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by or the Securities Exchange Act of 1934, as amended amended, (including the Exchange Act”) as the case may be, and the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSEC promulgated thereunder applicable to such Company SEC Documents, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankeesand, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its their respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankeesdates, none of the Yankees Reports is Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing the circumstances under which they were made, not misleading. Except as set forth on Schedule 5.4, the financial statements of the Company included in the Company SEC review (other than confidential treatment requests). To Documents complied as to form in all material respects with applicable accounting requirements and the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true published rules and complete copies of all written comment letters from the staff regulations of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As thereto as of their respective dates, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the date SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, Company and its consolidated Subsidiaries as of the date dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedtheir operations and cash flows for the periods then ended (subject, in each the case regarding any accounting practices of Yankeesunaudited statements, to normal year-end audit adjustments). (b) The December Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the period involved (except as indicated in the notes thereto) and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries as of December 31, 2004 and the consolidated results of their operations and cash flows for the period then ended (subject to normal year-end audit adjustments).

Reports; Financial Statements. Each registration statement, report, proxy statement or information statement prepared by Purchaser since January 31, 1999, including Purchaser's Annual Report on Form 10-K for the years ended January 31, 1999 and Purchaser's Quarterly Reports on Form 10-Q for the quarters ended April 30, 1999 and July 31, 1999 in the form (iincluding exhibits, annexes and any amendments thereto) The Yankees Reports were filed in a timely manner and in compliance in all material respects with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, "Purchaser's Reports") complied as to form with all applicable Laws and other requirements applicable thereto. As under the Securities Act, the Securities Exchange Act of their respective dates (or if amended prior to the date hereof1934, as amended (the "Exchange Act") and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the date of such amendment)circumstances in which they were made, the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness not misleading. Each of the disclosures contained therein. (ii) The consolidated balance sheet sheets included in or incorporated by reference into Purchaser's Reports (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees Purchaser and its Subsidiaries as of its date, date and each of the consolidated statements of income, equity, shareholders' investment and cash flows and of changes in financial position included in the Yankees Financial Statements or incorporated by reference into Purchaser's Reports (including any related notes and schedules) fairly present presents the consolidated results of operations, equity, statement of shareholders' investment and cash flows and changes in financial positionflows, as the case may be, of Yankees Purchaser and its Subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. The Company’s Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (ithe “Reports”) The Yankees Reports were have been filed in a timely manner with the SEC and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness rules of the disclosures contained SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein. (ii) The , in light of the circumstances in which they were made, not materially misleading. Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since April 13, 2011. All of the consolidated balance sheet (including the related notes and schedules) financial statements included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 Reports (the “Yankees Company Financial Statements”): (a) fairly presents have been prepared from and on the consolidated financial position of Yankees and its Subsidiaries as of its datebasis of, and are in accordance with, the consolidated statements books and records of income, equity, the Company and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles applied on a basis consistent with prior accounting periods; (“GAAP”b) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance fairly and accurately present in all material respects with (A) the applicable provisions consolidated financial condition of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except Company as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreementeach such Company Financial Statement and the results of its operations for the periods therein specified; and (c) in the case of the annual financial statements, there are no outstanding or unresolved comments accompanied by the audit opinion of the Company’s independent public accountants. Except as set forth in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of YankeesCompany Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement, there are no SEC inquiries Agreement or investigations, other governmental inquiries which were not required by generally accepted accounting principles to be reflected or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankeesreserved on the Company Financial Statements.

Reports; Financial Statements. (i) The Yankees Reports were Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal year ended July 1, 2023, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2023 and December 30, 2023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in a timely manner November 2023 and in compliance in (D) all material respects with all applicable Laws other forms, reports, schedules, prospectuses, registration statements and other requirements applicable theretostatements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since July 1, 2023 (collectively, the “Company Reports”). As of their its respective dates (or date, and, if amended prior to the date hereofamended, as of the date of the last such amendment), the Yankees Reports each Company Report complied in all material respects as to form with the applicable requirements under applicable Law regarding the accuracy and completeness of the disclosures Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein., in light of the circumstances in which they were made, not misleading.‌ (ii) The consolidated balance sheet (including sheet, and the related notes consolidated statement of income, stockholders’ equity and schedules) cash flows, included in the audited consolidated financial statements Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of Yankees for the fiscal year ended December 31Company and its Subsidiaries, 2011 (the “Yankees Financial Statements”B) fairly presents present in all material respects the consolidated financial position of Yankees the Company and its consolidated Subsidiaries as of its date, the dates shown and the results of the consolidated statements of incomeoperations, equity, changes in stockholders’ equity and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth thereinforth, (C) have been prepared in each case in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted thereinotherwise set forth therein or in the notes thereto, and (D) otherwise comply with the requirements of the SEC. (iii) Yankees is The consolidated balance sheet, and the related consolidated statement of income, changes in compliance equity and cash flows of the Target (A) have been prepared from, and are in accordance with, the books and records of the Target and its Subsidiaries, (B) fairly present in all material respects with (A) the applicable provisions consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Target and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures consolidated Subsidiaries as of the end dates shown and the results of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreementconsolidated operations, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses changes in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize stockholders’ equity and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 cash flows of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to Target and its consolidated Subsidiaries for the knowledge of Yankees, no employee of Yankees respective fiscal periods or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.respective dates therein set forth and

Reports; Financial Statements. (ia) Except as set forth in SECTION 4.07(A) of the Company Disclosure Schedule, since its incorporation, the Company has filed all forms, reports, statements and other documents required to be filed with all applicable federal or state regulatory authorities (all such forms, reports, statements and other documents, including any amendment thereto, being collectively referred to as the "COMPANY REPORTS"), other than those forms, reports, statements or other documents, the failure of which to file has not had, and will not have, individually or in the aggregate, a Company Material Adverse Effect. The Yankees Company Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all the requirements of applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained thereinLaw. (iib) The consolidated audited balance sheet (including sheets of the related notes Company as of December 31, 1996 and schedules) included December 31, 1995 and the statements of income, changes in stockholders' equity and cash flows for each of the fiscal years in the audited consolidated financial statements three-year period ended on December 31, 1996, including any notes thereto (the "COMPANY FINANCIAL STATEMENTS"), are attached as SECTION 4.07(B) of Yankees the Company Disclosure Schedule. The Company Financial Statements for the fiscal years ended December 31, 1996 and December 31, 1995 have been audited by Ernst & Young LLP, certified public accountants. The Company Financial Statements for the year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date1994 have been audited by ▇▇▇▇, and the consolidated statements of income▇▇▇▇▇ & ▇▇▇▇, equity, and cash flows and of changes in financial position included in the Yankees certified public accountants. The Company Financial Statements (including any related notes and schedulesi) fairly present the results of operations, equity, cash flows and changes have been prepared in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during on a consistent basis throughout the periods involved, involved (except to the extent required by changes in GAAP or as may be noted thereinpermitted by GAAP and indicated in the notes thereto), and (ii) present fairly, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operation and cash flows for the periods indicated. (iiic) Yankees is The unaudited balance sheet and statements of income, changes in compliance stockholders' equity and cash flows of the Company as of and for the nine months ended September 30, 1997 attached as SECTION 4.07(C) of the Company Disclosure Schedule (such financial statements being referred to as the "INTERIM FINANCIAL STATEMENTS"), (i) have been prepared in accordance with GAAP applied on a consistent basis with past practice (except for the absence of footnotes to the Interim Financial Statements and appropriate year-end adjustments (none of which would be material) and other presentation items), and (ii) present fairly, in all material respects with (A) respects, the applicable provisions financial position of the Company as of September 30, 1997 and its results of operations and cash flows for the nine months ended September 30, 1997. (d) Except as and to the extent reflected or reserved in the balance sheet of the Company as of September 30, 1997, attached as SECTION 4.07(C) of the Company Disclosure Schedule (the "INTERIM BALANCE SHEET"), the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company, prepared in accordance with GAAP consistent with past practice, except for liabilities or obligations incurred in the ordinary course of business since September 30, 1997, none of which have resulted or will result in a Company Material Adverse Effect. (e) The reserves for workers' compensation and health care costs, including amounts for incurred but not reported claims, reflected on the audited balance sheets included in the Company Financial Statements and the Interim Balance Sheet are adequate and appropriate and have been accrued in accordance with generally accepted accounting principles. The Company has not received any report (including, without limitation, a report from any actuary, insurance company or accountant) which suggests that any of the reserves reflected on the Interim Balance Sheet may be inadequate in any material respect. (f) Ernst & Young LLP and ▇▇▇▇▇▇▇▇-, ▇▇▇▇▇ & ▇▇▇▇, the accountants who have audited the Company Financial Statements, are independent accountants within the meaning of the Securities Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Since December 31, 1997, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Securities and Exchange Commission (the "Commission"), including without limitation (i) the Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by Commission thereunder applicable to the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2Acquiror SEC Reports) and (3), since the enactment Acquiror SEC Reports did not at the time they were filed contain any untrue statement of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any a material way), fact or forgiven personal loans omit to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information state a material fact required to be disclosed by Yankees stated therein or necessary in order to make the statements therein, in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness light of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluationcircumstances under which they were made, not misleading. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries Acquiror has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves Shareholders with true and complete copies of all written comment letters from the staff Acquiror SEC Reports. (b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC received since January 1, 2009 through Reports (i) have been prepared in accordance with the date published rules and regulations of this Agreement relating the Commission and GAAP applied on a consistent basis throughout the periods involved (except (A) to the Yankees Reports extent disclosed therein or required by changes in GAAP, (B) as may be indicated in the notes thereto and all written responses of Yankees thereto through (C) in the date of this Agreement other than with respect to requests for confidential treatment. As case of the date unaudited financial statements, as permitted by the rules and regulations of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To Commission) and (ii) fairly present the knowledge consolidated financial position of Yankees, Acquiror and its subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (i) The Yankees Reports were Company has filed in a timely manner and in compliance in all material respects with all applicable Laws certain reports, schedules, forms, statements and other requirements applicable documents with the SEC as set forth in Schedule 3.10 and had certain correspondence with the SEC and has received certain comments with respect to such filings (all of the foregoing (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein and all comments and correspondence with respect thereto) being herein referred to as the “Filings”). The Company has made available to the Purchaser true and complete copies of the Filings and has made available to the Purchaser the audited consolidated financial statements of the Company for the fiscal years ending December 31, 2004 and 2005 and the interim financial statements for the six (6) months ending June 30, 2006 (the “Financial Statements” and collectively with the Filings, the “Reports”). As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment)dates, the Yankees Reports Filings complied in all material respects with the requirements under applicable Law regarding the accuracy and completeness of the disclosures laws, rules and regulations applicable to thereto. None of the Filings, at the time they were filed with the SEC contained therein. (ii) The consolidated balance sheet (including any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during light of the periods involvedcircumstances under which they were made, except not misleading. As of their respective dates, the Financial Statements complied as may be noted therein. (iii) Yankees is in compliance to form in all material respects with (A) applicable accounting requirements and the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance published securities laws, rules and regulations applicable thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the YankeesCompany and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All of the Financial Statements present fairly in all material respects the financial position and the results of operations of the Company and its subsidiaries as of the dates and for the periods shown therein, and to the knowledge of the Company, there has been no Material Adverse Effect on the financial condition of the Company since June 30, 2006. Except as permitted by disclosed in the Securities Exchange Act of 1934, Reports or as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actset forth on Schedule 3.10, neither Yankees the Company nor any of its Affiliates subsidiaries has madeany debt, arrangedliability or obligation, modified (in any material way)contingent or otherwise, or forgiven personal loans that would have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) the audited Financial Statements is independent of the Exchange Act) Company pursuant to the standards promulgated by the SEC in Rule 2-01 of YankeesRegulation S-X and such firm was otherwise qualified to render the audit opinion under applicable laws. There is no transaction, as required by Rules 13a-15(a) arrangement or other relationship between the Company and 15d-15(a) of the Exchange Act, are designed to ensure an unconsolidated or other off-balance-sheet entity that all information is required to be disclosed by Yankees the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees Reports that has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingbeen so disclosed. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Since December 31, 1997, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by Commission thereunder applicable to the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2Acquiror SEC Reports) and (3), since the enactment Acquiror SEC Reports did not at the time they were filed contain any untrue statement of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any a material way), fact or forgiven personal loans omit to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information state a material fact required to be disclosed by Yankees stated therein or necessary in order to make the statements therein, in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness light of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluationcircumstances under which they were made, not misleading. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries Acquiror has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves Shareholders with true and complete copies of all written comment letters from the staff Acquiror SEC Reports. (b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC received since January 1, 2009 through Reports (i) have been prepared in accordance with the date published rules and regulations of this Agreement relating the Commission and GAAP applied on a consistent basis throughout the periods involved (except (A) to the Yankees Reports extent disclosed therein or required by changes in GAAP, (B) as may be indicated in the notes thereto and all written responses of Yankees thereto through (C) in the date of this Agreement other than with respect to requests for confidential treatment. As case of the date unaudited financial statements, as permitted by the rules and regulations of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To Commission) and (ii) fairly present the knowledge consolidated financial position of Yankees, Acquiror and its subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (i) The Yankees Reports were Weblink has made available to Metrocall each registration statement, report, proxy statement or information statement prepared by Weblink since December 31, 1998, including without limitation its Annual Report on Form 10-K for the years ended December 31, 1998 and December 31, 1999 in the form (including exhibits, annexes and any amendments thereto) filed in a timely manner with the Securities and in compliance in all material respects with all applicable Laws and other requirements applicable theretoExchange Commission (the "SEC") (collectively, the "WEBLINK FILED REPORTS" and; any such reports filed subsequent to the date of this Agreement, including its Annual Report on Form 10-K for the year ended December 31, 2000, the "WEBLINK REPORTS"). Weblink has also made available to Metrocall its unaudited financial statements for the year ended December 31, 2000 (the "WEBLINK UNAUDITED 2000 FINANCIALS"). (ii) As of their respective dates dates, the Weblink Filed Reports complied, as to form, with all applicable requirements under the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (or if amended together with any amendments thereto filed prior to the date hereof) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, as in light of the date circumstances in which they were made, not misleading. Each of such amendment)the consolidated balance sheets included in, or incorporated by reference into, the Yankees Weblink Filed Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees Weblink and its Subsidiaries as of its date, date and each of the consolidated statements of incomeoperations, stockholders' equity, and of cash flows and of changes in financial position included in in, or incorporated by reference into, the Yankees Financial Statements Weblink Filed Reports (including any related notes and schedules) fairly present presents the consolidated results of operations, equity, retained earnings and cash flows and changes in financial positionflows, as the case may be, of Yankees Weblink and its Subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees Weblink has made available to Braves true and complete copies of Metrocall all written comment letters from the staff of the SEC received material correspondence since January 1December 31, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.1998

Reports; Financial Statements. (a) QRI has heretofore delivered to the Company (i) The Yankees Reports were filed an unaudited balance sheet of QRI as of June 30, 1998, and (ii) statements of income, stockholders' equity and cash flows for the period beginning with inception and ending June 30, 1998. QRI has also delivered to the Company (i) an unaudited balance sheet of QRI as of June 30, 1998, and (ii) pro forma unaudited balance sheets and statements of income, stockholders' equity and cash flows as of June 30, 1998, giving effect to the Formation Transactions. Such unaudited historical financial statements, including any such financial statements and schedules to be contained in a timely manner the Registration Statement on Form S-4 (as defined in Section 6.02 hereof) (i) are and will be in compliance accordance with the books and records of QRI in all material respects and have been prepared in accordance with all applicable Laws the published rules and other requirements applicable thereto. As regulations of their respective dates the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (or if amended prior except (A) to the date hereofextent disclosed therein or required by changes in generally accepted accounting principles, and (B) in the case of the unaudited financial statements, as permitted by the rules and regulations of the date of such amendment), the Yankees Reports complied SEC) and (ii) fairly present in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries QRI as of its datethe respective dates thereof and the results of operations and cash flows for the periods indicated (except, in the case of unaudited financial statements for interim periods, for the absence of footnotes and subject to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows). Such unaudited pro forma financial statements delivered by QRI to the Company fairly present QRI's pro forma financial position and statements of operation as of and for the periods scheduled therein, and the consolidated statements of income, equity, and cash flows and of changes in financial position included pro forma adjustments giving effect to the Formation Transactions have been properly applied to the historical amounts in the Yankees Financial Statements (including any related notes and schedules) fairly present the results compilation of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereinthose statements. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (ia) The Yankees Reports were Company has filed in a timely manner all required forms, reports and in compliance documents with the SEC since January 1, 1998, each of which has complied in all material respects with all applicable Laws requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and other requirements applicable the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. The Company has heretofore delivered to Parent, in the form filed with the SEC (including any amendments thereto. As ), (i) its Annual Reports on Form 10-K for each of their respective dates the fiscal years ended December 31, 1998, 1999 and 2000, respectively, (or if amended prior ii) all definitive proxy statements relating to the date hereofCompany's meetings of stockholders (whether annual or special) held since January 1, as 1998, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1998 (the "COMPANY SEC REPORTS"). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the date circumstances under which they were made, not misleading. The consolidated financial statements of such amendment), the Yankees Company included in the Company SEC Reports complied as to form in all material respects with applicable accounting requirements under applicable Law regarding and the accuracy published rules and completeness regulations of the disclosures contained therein. SEC with respect thereto and fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (ii"GAAP") The consolidated balance sheet (including the related notes and schedules) included except as may be indicated in the audited consolidated financial statements of Yankees for the fiscal year ended December 31notes thereto), 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees the Company and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and the their consolidated statements results of income, equity, operations and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth thereinthen ended (subject, in each the case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief unaudited interim financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures andstatements, to the extent required by applicable Lawnormal year-end adjustments). Since January 1, presented in 1998, there has not been any applicable Yankees Report that is a report on Form 10-K or Form 10-Qchange, or any amendment theretoapplication or request for any change, its conclusions about by the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees Company or any of its Subsidiariessubsidiaries in accounting principles, whether methods or not employed by Yankees policies for financial accounting or any of its SubsidiariesTax purposes (subject, has reported to in the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 case of the ▇▇▇▇▇▇▇▇unaudited interim financial statements, to normal year-▇▇▇▇▇ Actend adjustments). (vib) Since January 1The Company and each of its subsidiaries have timely filed all material reports, 2009registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1998 with any U.S., state or foreign regulatory authorities or self-regulatory organization (each, a "REGULATORY AGENCY" "), and have paid all material fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company and its subsidiaries, no Regulatory Agency has initiated any proceeding or investigation or, to the knowledge of Yankeesthe Company, no employee threatened any investigation into the business or operations of Yankees the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankeessubsidiaries since December 31, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇1998, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests except for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries such proceedings or investigations which would not reasonably be expected, individually or internal investigations pending or threatenedin the aggregate, in each case regarding any accounting practices of Yankeesto have a material adverse effect on the Company and its subsidiaries taken as a whole.

Reports; Financial Statements. WWAT's Annual Report on Form 10-KSB for ------------------------------ the years ended December 31, 2005 and December 31, 2006 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 (ithe "Reports") The Yankees have been filed with the SEC and the Reports were filed in a timely manner and in compliance complied ------- in all material respects with all the rules of the SEC applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to such Reports on the date hereoffiled with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Reports have not been amended, nor as of the date hereof has WWAT filed any report on Form 8-K since December 31, 2007 other than as set forth on Schedule 3.8 hereto. ------------ All of the consolidated financial statements included in the Reports (the "WWAT ---- Financial Statements"): (a) have been prepared from and on the basis of, and --------------------- are in accordance with, the books and records of WWAT and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and accurately present in all material respects the consolidated financial condition of WWAT as of the date of each such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy WWAT Financial Statement and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries operations for the periods therein specified; and (c) in the case of the annual financial statements, are accompanied by the audit opinion of WWAT's independent public accountants. Except as set forth thereinin Schedule 3.8 or in the WWAT Financial Statements, as of ------------ the date hereof, WWAT has no liabilities other than (x) liabilities which are reflected or reserved against in each case the WWAT Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in conformity with U.S. the ordinary course of business of WWAT since September 30, 2007, or (z) liabilities incurred as a result of the transactions contemplated by the Transaction Documents or which were not required by generally accepted accounting principles (“GAAP”) consistently applied during to be reflected or reserved on the periods involvedWWAT Financial Statements. Since September 30, 2007, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act set forth on Schedule 3.8 ------------ hereto, there has not been any event or change which has or will have a Material Adverse Effect and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates WWAT has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the no knowledge of Yankees, Yankees had no significant deficiencies any event or material weaknesses in the design or operation of its internal control over financial reporting circumstance that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have result in such a significant role in Yankees’s internal control over financial reportingMaterial Adverse Effect. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) The Yankees Reports were Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal year ended July 1, 2023, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2023 and December 30, 2023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in a timely manner November 2023 and in compliance in (D) all material respects with all applicable Laws other forms, reports, schedules, prospectuses, registration statements and other requirements applicable theretostatements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since July 1, 2023 (collectively, the “Company Reports”). As of their its respective dates (or date, and, if amended prior to the date hereofamended, as of the date of the last such amendment), the Yankees Reports each Company Report complied in all material respects as to form with the applicable requirements under applicable Law regarding the accuracy and completeness of the disclosures Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The consolidated balance sheet (including sheet, and the related notes consolidated statement of income, stockholders’ equity and schedules) cash flows, included in the audited consolidated financial statements Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of Yankees for the fiscal year ended December 31Company and its Subsidiaries, 2011 (the “Yankees Financial Statements”B) fairly presents present in all material respects the consolidated financial position of Yankees the Company and its consolidated Subsidiaries as of its date, the dates shown and the results of the consolidated statements of incomeoperations, equity, changes in stockholders’ equity and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth thereinforth, (C) have been prepared in each case in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted thereinotherwise set forth therein or in the notes thereto, and (D) otherwise comply with the requirements of the SEC. (iii) Yankees is The consolidated balance sheet, and the related consolidated statement of income, changes in compliance equity and cash flows of the Target (A) have been prepared from, and are in accordance with, the books and records of the Target and its Subsidiaries, (B) fairly present in all material respects with (A) the applicable provisions consolidated financial position of the ▇Target and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Target and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth and (C) have been prepared in accordance with IFRS consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto. (iv) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes 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 all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and of 2022 (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way”), or forgiven personal loans to any executive officer or director The Company’s management has completed an assessment of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure Company’s internal controls and procedures as over financial reporting in compliance with the requirements of Section 404 of the end of S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the period covered by fiscal year ended July 1, 2023 and such report or amendment based on assessment concluded that such evaluationcontrols were effective. Based on its most recently completed recent evaluation of its system of internal control controls over financial reporting prior to the date hereof, management of this Agreement, (A) the Company has disclosed to the knowledge Company’s auditors and the audit committee of Yankees, Yankees had no the Board of Directors (i) any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect the Company’s ability of Yankees to record, process, summarize and report financial information and (Bii) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankeesthe Company’s internal control controls over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case case, that was disclosed to the Company’s auditors or the audit committee of the Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. The Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding any accounting practices transactions being executed in accordance with management’s general or specific authorization, the reliability of Yankeesfinancial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Reports; Financial Statements. WWAT's Annual Report on Form ------------------------------- 10-KSB for the years ended December 31, 2005 and December 31, 2006 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2007 and June 30, 2007 (ithe "Reports") have been filed with the SEC and the Reports complied in all ------- material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading. The Yankees Reports were have not been amended, nor as of the date hereof has WWAT filed any report on Form 8-K since June 30, 2007 other than as set forth on Schedule 2.6 hereto. ------------ All of the consolidated financial statements included in the Reports (the "WWAT ---- Financial Statements"): (a) have been prepared from and on the basis of, and --------------------- are in accordance with, the books and records of WWAT and with generally accepted accounting principles applied on a timely manner basis consistent with prior accounting periods; (b) fairly and in compliance accurately present in all material respects with all applicable Laws and other requirements applicable thereto. As the consolidated financial condition of their respective dates (or if amended prior to the date hereof, WWAT as of the date of each such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy WWAT Financial Statement and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries operations for the periods therein specified; and (c) in the case of the annual financial statements, are accompanied by the audit opinion of WWAT's independent public accountants. Except as set forth thereinin Schedule 2.6 or in the WWAT Financial Statements, as of ------------ the date hereof, WWAT has no liabilities other than (x) liabilities which are reflected or reserved against in each case the WWAT Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in conformity with U.S. the ordinary course of business of WWAT since June 30, 2007, or (z) liabilities incurred as a result of the transactions contemplated by the Transaction Documents or which were not required by generally accepted accounting principles (“GAAP”) consistently applied during to be reflected or reserved on the periods involvedWWAT Financial Statements. Since June 30, 2007, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act set forth on Schedule 2.6 hereto, there has not been any event ------------ or change which has or will have a Material Adverse Effect and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates WWAT has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the no knowledge of Yankees, Yankees had no significant deficiencies any event or material weaknesses in the design or operation of its internal control over financial reporting circumstance that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have result in such a significant role in Yankees’s internal control over financial reportingMaterial Adverse Effect. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as common stock of the date Corporation is registered under Section 12(b) or (g) of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “"Exchange Act”) including Sections 13(k)(2") and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of Corporation is in full compliance with its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls reporting and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of filing obligations under the Exchange Act) . The Corporation has delivered to Purchaser its Annual Reports to shareholders and its reports on Form 10K for its last two fiscal years and all of Yankeesits quarterly reports to shareholders, as required by Rules 13a-15(a) quarterly reports on Form 10Q, and 15d-15(a) of each other report, registration statement, definitive proxy statement or other document filed with the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits S.E.C. under the Exchange Act is made known since December 31, 1998 (collectively, the "SEC Reports"). All documents required to be filed as exhibits the chief executive officer and SEC Reports have been filed. The SEC Reports do not (as of their respective dates) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under statements therein, in the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness light of the disclosure controls circumstances under which they were made, not misleading. The audited and procedures unaudited financial statements of the Corporation included in the SEC Reports (the "Financial Statements") are complete as of their respective dates and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as stated in such Financial Statements or the notes thereto) and fairly present the financial position of the Corporation and its consolidated subsidiaries as of the end dates thereof and the results of their operations and changes in financial position for the periods then ended. Except as publicly disclosed by the Corporation in the SEC Reports or otherwise, since December 31, 1998, there has been no material adverse change in the business, financial condition, or results of operations of the period covered by such report or amendment based on such evaluation. Based on Corporation and its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreementsubsidiaries taken together, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses and except as disclosed in the design SEC Reports there is no existing condition, event or operation series of its internal control over financial reporting that would events which can reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over material adverse effect on the business, financial reporting. (v) No attorney representing Yankees condition or any results of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 operations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1Corporation and its subsidiaries taken together, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of Corporation's ability to perform its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of obligations under this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. The Company’s Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (ithe “Reports”) The Yankees Reports were have been filed in a timely manner with the SEC and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness rules of the disclosures contained SEC applicable to such Reports on the date filed with the SEC, and the Reports did not contain, on the date of filing with the SEC, any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein. (ii) The , in light of the circumstances in which they were made, not materially misleading. Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since June 14, 2011. All of the consolidated balance sheet (including the related notes and schedules) financial statements included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 Reports (the “Yankees Company Financial Statements”): (a) fairly presents have been prepared from and on the consolidated financial position of Yankees and its Subsidiaries as of its datebasis of, and are in accordance with, the consolidated statements books and records of income, equity, the Company and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles applied on a basis consistent with prior accounting periods; (“GAAP”b) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance fairly and accurately present in all material respects with (A) the applicable provisions consolidated financial condition of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except Company as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreementeach such Company Financial Statement and the results of its operations for the periods therein specified; and (c) in the case of the annual financial statements, there are no outstanding or unresolved comments accompanied by the audit opinion of the Company’s independent public accountants. Except as set forth in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of YankeesCompany Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement, there are no SEC inquiries Agreement or investigations, other governmental inquiries which were not required by generally accepted accounting principles to be reflected or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankeesreserved on the Company Financial Statements.

Reports; Financial Statements. (a) Since December 31, 1998, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8- K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by Commission thereunder applicable to the Securities Exchange Act Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain any untrue statement of 1934a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, as amended in the light of the circumstances under which they were made, not misleading. (including b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC Reports (i) have been prepared in accordance with the published rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified Commission and GAAP applied on a consistent basis throughout the periods involved (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, except (A) to the knowledge of Yankeesextent disclosed therein or required by changes in GAAP, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role as may be indicated in Yankees’s internal control over financial reporting. the notes thereto and (vC) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to in the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 case of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1unaudited financial statements, 2009, to as permitted by the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements rules and regulations of the type described in Section 806 Commission) and (ii) fairly present the consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of Acquiror and its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (ia) The Yankees Reports were As of the respective ----------------------------- dates of their filing with the Commission, all reports, registration statements and other filings, together with any amendments thereto, filed in a timely manner and in compliance by the Company with the Commission since January 1, 1999 (the "SEC Reports"), complied in all ----------- material respects with all the applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment)Securities Act, the Yankees Reports complied in all material respects with requirements under applicable Law regarding Exchange Act, and the accuracy rules and completeness regulations of the disclosures contained Commission promulgated thereunder. The SEC Reports did not at the time they were filed with the Commission 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. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees the Company and its Subsidiaries (balance sheet and statements of operations, cash flow and stockholders' equity, together with the notes thereto) for the fiscal year ended December 31June 30, 2011 2001 which contains the unqualified report of Ernst & Young LLP (the “Yankees "Audited Financial Statements”") and the unaudited consolidated ---------------------------- financial statements of the Company and its Subsidiaries (balance sheet and statements of operations) for the fiscal quarter ended September 30, 2001 (the "Unaudited Financial Statements" and, together with the Audited Financial ------------------------------ Statements, the "Financial Statements") set forth in the SEC Reports are -------------------- complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other, except that the Unaudited Financial Statements do not contain footnotes or normal year-end adjustments. The Financial Statements fairly presents present in all material respects the consolidated financial position condition, operating results and cash flows of Yankees the Company and its Subsidiaries as of its datethe respective dates and for the respective periods indicated in accordance with GAAP, and except that the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Unaudited Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereindo not contain footnotes or normal year-end adjustments. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Since March 3, 2005, the Company and the Subsidiaries have timely filed (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws forms, reports, schedules, statements and other requirements documents required to be filed under applicable theretoCanadian and United States securities Laws during such periods and (ii) all periodic and current reports required to be filed under the Exchange Act during such periods (the documents referred to in (i) and (ii) are collectively referred to as the “SRA Reports”). As of their respective filing dates (or if amended the filing dates of amendments prior to the date hereofof this Agreement, as each of the date of such amendment), the Yankees SRA Reports complied in all material respects with requirements under applicable Law regarding Law, including Canadian securities legislation, the accuracy and completeness U.S. Securities Act of 1933, as amended, the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, Exchange Act and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and of 2002 (B) the applicable listing and corporate governance including its rules and regulations regulations, “SOX”), and each of the Yankees. Except as permitted by the Securities SRA Reports and certifications attached thereto pursuant to Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2Rule 13a-14(a) and (3), since 13a-14(b) as of their respective dates did not contain any material misrepresentation. The Company has not filed any confidential material change report with any Canadian securities regulatory authority or any stock exchange that at the enactment date of this Agreement remains confidential. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any Subsidiaries of its Affiliates has made, arranged, modified (in any material way)the Company are, or forgiven personal loans have at any time since March 3, 2005 been, subject to any executive officer the reporting requirements of Section 13(a) or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e15(d) of the Exchange Act. (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in the SRA Reports fairly present, in all material respects, the consolidated financial position and results of Yankees, as required by Rules 13a-15(a) operations and 15d-15(a) cash flows of the Exchange ActCompany and the Subsidiaries on a consolidated basis as of the respective dates thereof and for the respective periods covered thereby in accordance with GAAP applied on a consistent basis, except that the unaudited financial statements contained in such SRA Reports may not contain footnotes and are designed subject to ensure that all information required to be disclosed by Yankees year-end adjustments none of which individually or in the aggregate were, and with respect to SRA reports it files filed in 2007 are not expected to be, material. (c) Since March 3, 2005, (i) neither the Company nor any of the Subsidiaries, nor any director or submits under the Exchange Act is made known to the chief executive officer and of the chief financial officer Company or any of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recordedSubsidiaries has, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Lawknowledge of the Company, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Qno other officer, employee of the Company or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report Subsidiaries has, received any material complaint, allegation, assertion or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreementclaim, in writing (A) or, to the knowledge of Yankeesthe Company, Yankees had no significant deficiencies orally) regarding the accounting or material weaknesses in auditing practices, procedures, methodologies or methods of the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees Company or any of its the Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Subsidiaries has engaged in questionable accounting practices, and (ii) no attorney representing the Company or any of the Subsidiaries, whether or not employed by Yankees the Company or any of its the Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries the Company or any of its officers, directors, employees or agents pursuant to Section 307 the board of directors of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany or any committee thereof or to any director or officer of the Company. (vid) Since January 1, 20092007, there has been no change by the Company or the Subsidiaries in their accounting policies, methods, practices or principles that is material to the knowledge consolidated financial statements of Yankeesthe Company, no employee of Yankees or except as required by GAAP. (e) Neither the Company nor any of its the Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements liabilities of the type described required to be disclosed in Section 806 the liabilities column of a balance sheet prepared in accordance with GAAP, except for: (i) liabilities disclosed in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees financial statements (including any related notes) contained in the SRA Reports; (ii) liabilities incurred in the ordinary course of business consistent with past practice; and (iii) liabilities that have not had, individually or any of its Subsidiariesin the aggregate, a Material Adverse Effect on the Company. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (A) Since January 28, 1995, the Company has filed all forms, reports, statements and other documents required to be filed with the SEC including, without limitation, (A) all Annual Reports on Form 10-K, (B) all Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of stockholders (whether annual or special) of the Company, (D) all Reports on Form 8-K, (E) all other reports or registration statements (including the Form S-4 filed in connection with its acquisition of Span Instruments, Inc.) and (F) all amendments and supplements to all such reports and registration statements (collectively referred to as the "SEC Reports"). The SEC Reports, including all ----------- SEC Reports filed after the date of this Agreement and prior to the Effective Time (i) The Yankees Reports were filed in a timely manner and in compliance or will be prepared in all material respects in accordance with all the requirements of applicable Laws and other requirements applicable thereto. As of their respective dates Law (or if amended prior to the date hereof, as of the date of such amendment)including, the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, Securities Act and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except SEC thereunder applicable to such SEC Reports) 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 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 SEC Reports filed prior to or after the date of this Agreement, and the consolidated financial statements as permitted by of and for the Securities Exchange Act fiscal year ended October 31, 1996 (the "Fiscal 1996 Financial --------------------- Statements"), a copy of 1934which has previously been provided to Purchaser ---------- (collectively, as amended the "Company Financial Statements") (including i) have been or will be ---------------------------- prepared in accordance with the published rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (in any material way), or forgiven personal loans to any executive officer or director of Yankees. except (iv1) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Lawchanges in generally accepted accounting principles, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting (2) with respect to SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto and (A3) the Fiscal 1996 Financial Statements do not include any notes) and (ii) fairly present or will fairly present the consolidated financial position of the Company and its subsidiaries, as of the respective dates thereof, and the consolidated results of operations and cash flows and changes in financial position for the respective periods then ended, except that (x) any unaudited interim financial statements were or will be subject to normal year-end adjustments and (y) any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of the Company and its subsidiaries, as of the respective dates thereof, and the consolidated results of operations and cash flows and changes in financial position for the respective periods then ended. Upon completion of the audit of the Fiscal 1996 Financial Statements, the Company will provide a copy thereof to the knowledge of YankeesPurchaser, Yankees had no significant deficiencies which will be the same in all material respects as the Fiscal 1996 Financial Statements previously provided to the Purchaser, will be accompanied by an unqualified audit opinion by Ernst & Young, LLP, the Company's independent public accountants, and will contain notes that do not include any information that is different from that provided to the Purchaser under or material weaknesses pursuant to this Agreement or any document referenced herein or in the design or operation of its internal control over financial reporting Schedules hereto to the extent that would reasonably be expected to adversely affect such difference constitutes a Company Material Adverse Effect (the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting"Audited Fiscal 1996 Financial Statements"). (vC) No attorney representing Yankees Except as disclosed on Company Disclosure Schedule 6.1(f), neither the Company nor any of its subsidiaries is liable as an indemnitor, guarantor, surety or endorser, and no person has the power to confess judgment against the Company or any of its Subsidiariessubsidiaries, whether assets, properties or not employed by Yankees business except as would not, individually or any of its Subsidiariesin the aggregate, has reported result in or reasonably be likely to the chief legal counsel or chief executive officer of Yankees evidence of result in a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany Material Adverse Effect. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) The Yankees Reports were filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended Since December 31, 2011 (1995, SFX Broadcasting has filed with the “Yankees Financial Statements”) fairly presents SEC all forms, reports and documents required to be filed by it pursuant to the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by or the Securities Exchange Act of 1934, as amended (including the "Exchange Act"), and the rules and regulations promulgated of the SEC thereunder, all of which have complied as of their respective filing dates in all material respects with the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls Securities Act and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed and the rules and regulations of the SEC thereunder, and none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to ensure that all information state any material fact required to be disclosed by Yankees stated therein or necessary in order to make the reports it files statements therein, in light of the circumstances under which they were made, not misleading. (ii) The audited or submits under the Exchange Act is made known to the chief executive officer unaudited consolidated balance sheets of SFX Broadcasting and subsidiaries and the chief related consolidated statements of earnings, stockholders' equity and changes in financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under position (including the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented related notes thereto) included in any applicable Yankees Report that is a report SFX Broadcasting's Annual Reports on Form 10-K or for the fiscal years ended December 31, 1995 and 1996, and in SFX Broadcasting's Quarterly Report on Form 10-QQ for the fiscal quarter ended September 30, or any amendment thereto1997, present fairly the financial position of SFX Broadcasting and its conclusions about subsidiaries as of their respective dates, and the effectiveness results of their operations and the changes in their financial position, as the case may be, for the periods presented therein, all in conformity with generally accepted accounting principles applied on a consistent basis except as otherwise noted therein and subject, in the case of the disclosure controls unaudited interim financial statements, to normal year-end adjustments and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingadjustments described therein. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (viiii) Since January 1September 30, 20091997, to there has not been any material adverse change in the knowledge business, assets, results of Yankees, no employee operations or condition (financial or otherwise) of Yankees or any of Buyer and its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (subsidiaries taken as a whole other than confidential treatment requests). To general economic conditions affecting the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankeesbroadcasting industry.

Reports; Financial Statements. (i) The Yankees Reports were Weblink has made available to Metrocall each registration statement, report, proxy statement or information statement prepared by Weblink since December 31, 1998, including without limitation its Annual Report on Form 10-K for the years ended December 31, 1998 and December 31, 1999 in the form (including exhibits, annexes and any amendments thereto) filed in a timely manner with the Securities and in compliance in all material respects with all applicable Laws and other requirements applicable theretoExchange Commission (the "SEC") (collectively, the "Weblink Filed Reports" and; any such reports filed subsequent to the date of this Agreement, including its Annual Report on Form 10-K for the year ended December 31, 2000, the "Weblink Reports"). Weblink has also made available to Metrocall its unaudited financial statements for the year ended December 31, 2000 (the "Weblink Unaudited 2000 Financials"). (ii) As of their respective dates dates, the Weblink Filed Reports complied, as to form, with all applicable requirements under the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (or if amended together with any amendments thereto filed prior to the date hereof) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, as in light of the date circumstances in which they were made, not misleading. Each of such amendment)the consolidated balance sheets included in, or incorporated by reference into, the Yankees Weblink Filed Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees Weblink and its Subsidiaries as of its date, date and each of the consolidated statements of incomeoperations, stockholders' equity, and of cash flows and of changes in financial position included in in, or incorporated by reference into, the Yankees Financial Statements Weblink Filed Reports (including any related notes and schedules) fairly present presents the consolidated results of operations, equity, retained earnings and cash flows and changes in financial positionflows, as the case may be, of Yankees Weblink and its Subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Weblink has made available to Metrocall all material correspondence since December 31, 1998 between it or its representatives, on the one hand, and the SEC, on the other hand. To the knowledge of the Weblink Knowledgeable Executives, as of the date of this Agreement, there are no pending or threatened SEC inquiries or investigations relating to it or any of the Weblink Filed Reports. To the knowledge of its executive officers identified in the corresponding section of the Weblink Disclosure Letter (the "Weblink Knowledgeable Executives") and except as disclosed in the Weblink Filed Reports or in filings by its security holders with the SEC, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of its outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. (iii) The Weblink Reports will, when filed, comply as to form with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets which will be included in, or incorporated by reference into, the Weblink Reports (including the related notes and schedules) will fairly present the consolidated financial position of Weblink and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity, and of the cash flows which will be included in, or incorporated by reference into, the Weblink Reports (including the related notes and schedules) will fairly present the consolidated results of operations, retained earnings and cash flows, as the case may be, of Weblink and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined financial statements included in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Weblink's Annual Report that is a report on Form 10-K or Form 10-Qfor the year ended December 31, or any amendment thereto2000 will, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior when filed, be identical in all material respects to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingWeblink Unaudited 2000 Financials. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) Schlumberger US has made available to Liberty Parent true and complete copies of (A) the unaudited, combined carve-out balance sheets, statement of cash flows, statement of Schlumberger Parent’s net investment and statements of operations for the Business for the fiscal quarters ended March 31, 2019 and March 31, 2020 and (B) the audited, combined carve-out balance sheets, statement of cash flows, statement of parent’s net investment and statements of operations for the Business for the fiscal years ended December 31, 2019, December 31, 2018 and December 31, 2017 (collectively, the “Pre-Signing Financial Statements”). The Yankees Reports were filed Pre-Signing Financial Statements (1) have been prepared in accordance with GAAP applied on a timely manner consistent basis throughout the periods indicated and on that basis fairly present, in compliance all material respects, the financial position and the results of operations of the Business as of the respective date and for the respective periods covered thereby, and (2) have been prepared in all material respects in accordance with all applicable Laws the books of account and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as records of the date Business (subject, in the case of such amendmentunaudited statements, to normal year-end adjustments and lack of footnote disclosure), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions There are no obligations or liabilities of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) Schlumberger Parties or any of their respective Subsidiaries primarily arising from or resulting from the applicable listing and corporate governance rules and regulations operation of the Yankees. Except as permitted by Business or the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment ownership of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActTransferred Assets, neither Yankees nor any of its Affiliates has madewhether or not accrued, arrangedcontingent, modified (in any material way)absolute, determined, determinable or forgiven personal loans to any executive officer otherwise and whether or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information not required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report other facts or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that circumstances which would reasonably be expected to adversely affect result in any claims against, or obligations or liabilities of, the ability of Yankees to recordBusiness, processexcept for (A) those liabilities set forth in the consolidated balance sheets included in or incorporated by reference into the Pre-Signing Financial Statements, summarize and report financial information and (B) Yankees has no knowledge liabilities incurred since December 31, 2019, in the Ordinary Course of Business, (C) future executory liabilities arising under any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review Business Contract (other than confidential treatment requests). To as a result of breach of contract, tort, infringement or violation of Applicable Law) or (D) those that have not had and would not reasonably be expected to have, individually or in the extent not available on ▇▇▇▇▇aggregate, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankeesa Material Adverse Effect.

Reports; Financial Statements. (a) AIN has delivered to HTV audited financial statements for the periods ending December 31, 1997 and December 31, 1998. AIN has also delivered to HTV (i) The Yankees Reports were filed an unaudited balance sheet of AIN as of June 30, 1999, and (ii) pro forma unaudited balance sheets and statements of income, stockholders' equity and cash flows as of June 30, 1999. Such audited and unaudited historical financial statements, including any such financial statements and schedules to be contained in a timely manner AIN SEC reports (or incorporated by referenced therein) (i) are in accordance with the books and in compliance records of AIN in all material respects and have been prepared in accordance with all applicable Laws the published rules and other requirements applicable thereto. As regulations of their respective dates the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (or if amended prior except (A) to the date hereofextent disclosed therein or required by changes in generally accepted accounting principles, and (B) in the case of the unaudited financial statements, as permitted by the rules and regulations of the date of such amendment), the Yankees Reports complied SEC) and (ii) fairly present in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries AIN as of its date, the respective dates thereof and the consolidated statements results of income, equity, operations and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth thereinindicated (except, in each the case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during of unaudited financial statements for interim periods, for the periods involvedabsence of footnotes and subject to adjustments, except as may be noted thereinconsisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows). (iiib) Yankees is in compliance in all Except as and to the extent set forth on the unaudited balance sheet of AIN and its subsidiaries as of June 30, 1999, including the notes thereto, neither AIN or any of its subsidiaries has any liabilities or obligations material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act to AIN and (B) the applicable listing and corporate governance rules and regulations of the Yankeesits subsidiaries that are not referenced on such balance sheet. Except as permitted by set forth in Section 4.07 of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3)AIN Disclosure ------------- Schedule, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActJune 30, 1999, neither Yankees AIN nor any of its Affiliates subsidiaries has madeincurred any liabilities except for (i) liabilities or obligations incurred in the ordinary course of business and consistent with past practice which do not have an AIN Material Adverse Effect, arranged, modified and (ii) for professional fees and expenses incurred in any material way), connection with or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) a result of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingMerger. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (i) The Yankees Reports were Since January 1, 2010, Buyer has timely filed in a timely manner all required reports, schedules, forms, statements and in compliance in all material respects other documents required to be filed by it with the SEC, together with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior certifications required pursuant to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of their respective filing dates, neither Yankees nor any of its Affiliates has madeeach statement or report filed by Buyer with the SEC on or after January 1, arranged, modified (in any material way), 2010 pursuant to Section 13 or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e15(d) of the Exchange ActAct (collectively, the “Buyer SEC Filings”) complied in all material respects with the requirements of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recordedthe rules and regulations of the SEC and the Exchange, processed, summarized and reported within none of the Buyer SEC Filings contained (at the time they were filed or if amended or superseded by a filing then on the date of such filing) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected or amended by a subsequently filed Buyer SEC Filing. Buyer is eligible to use Form S-3 to register the shares of Buyer Common Stock issuable pursuant to this Agreement under the Securities Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of Buyer included in the Buyer SEC Filings have been prepared in accordance with the books and records of Buyer and its Subsidiaries and in accordance with GAAP applied on a consistent basis during the periods specified by involved, except as otherwise indicated in the SEC’s rules notes thereto, and forms. Yankees has evaluated all such financial statements of Buyer fairly present, in all material respects, the effectiveness consolidated financial position of Buyer and its respective disclosure controls Subsidiaries and procedures andthe consolidated results of operations and cash flows of Buyer and its Subsidiaries as of the indicated dates and for the indicated periods (in the case of the unaudited consolidated interim financial statements, subject to normal year-end adjustments that are not material, individually or in the aggregate, to the extent required by applicable Law, presented in any applicable Yankees Report that is Buyer and its Subsidiaries taken as a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about whole and except for the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge absence of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingfootnotes). (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) UNE and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) The Yankees Reports were filed in Canadian securities regulatory authorities (collectively, the "UNE SRA Reports"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Government Entity, except with respect to clause (iii) of this Section where the failure to file any such forms, reports, schedules, statements or other documents would not have a timely manner and in compliance in Material Adverse Effect on UNE (all material respects with all applicable Laws such forms, reports, schedules, statements and other requirements applicable theretodocuments are collectively referred to as the "UNE Documents"). As of their respective dates (or if amended prior to The UNE Documents at the date hereof, as of the date of such amendment), the Yankees Reports time filed did not contain any Misrepresentation and complied in all material respects with the requirements under of applicable Law regarding Laws. UNE has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the accuracy and completeness date of the disclosures contained thereinthis Agreement remains confidential. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees UNE for the fiscal year ended December 31, 2011 2008, together with the auditors’ report thereon and the notes thereto, and the unaudited interim consolidated financial statements of UNE for the six months ended June 30, 2009 and the notes thereto contained in the UNE SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the “Yankees Financial Statements”periods involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of UNE; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of UNE for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of UNE, and (vi) fairly presents present, in all material respects, the consolidated financial position position, results of Yankees operations and cash flows of UNE and its Subsidiaries as of its datethe respective dates thereof and for the respective periods covered thereby, and the consolidated statements of incomesubject, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereinaggregate. (iiic) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in UNE does not have any material way), liability or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraudobligation, whether accrued, absolute, contingent or otherwise not material, that involves management or other employees who have a significant role reflected in Yankees’s internal control over its latest publicly-disclosed consolidated financial reportingstatements. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Since December 31, 1997, Acquiror has filed all forms, reports, statements and other documents required to be filed with the SEC, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by SEC thereunder applicable to the Securities Exchange Act Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain (b) Each of 1934the historical consolidated financial statements (including, as amended in each case, any related notes thereto) contained in the Acquiror SEC Reports (including i) have been prepared in accordance with the published rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, except (A) to the knowledge of Yankeesextent disclosed therein or required by changes in generally accepted accounting principles, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role as may be indicated in Yankees’s internal control over financial reporting. the notes thereto and (vC) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to in the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 case of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1unaudited financial statements, 2009, to as permitted by the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements rules and regulations of the type described in Section 806 SEC) and (ii) fairly present the consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of Acquiror and its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (ia) Since its organization, Company has filed all forms, reports, statements and other documents required to be filed with all applicable federal or state regulatory authorities (all such forms, reports, statements and other documents, including any amendments thereto, being collectively referred to as the “Company Reports”). The Yankees Company Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all the requirements of applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained thereinLaw. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated unaudited financial statements of Yankees for the fiscal year ended December 31(balance sheets, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equitystatements of member equity and statements of cash flows) of Company for the last two (2) fiscal years ending December 31, 2004 and December 31, 2005, and cash flows and of changes in unaudited financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries statements for the periods set forth thereineleven (11) months period ending November 30, 2006 (collectively the “Company Financial Statements”), have been heretofore delivered by Company to LAN and have been prepared in each case in conformity accordance with U.S. generally accepted accounting principles applied on a consistent basis (“GAAP”) consistently applied during ). The Company Financial Statements fairly present the financial position of Company and the results of its operations as of the dates and for the periods involvedindicated thereon, and have been prepared in accordance with GAAP, except as may be otherwise noted thereintherein and subject, in the case of the interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of any notes thereto. (iiic) Yankees Except as and to the extent reflected or reserved in the balance sheet which is in compliance in all material respects with (A) the applicable provisions part of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and most recent Company Financial Statement (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange ActCompany Balance Sheet”) including Sections 13(k)(2) and (3attached as Schedule 4.06 on the Disclosure Schedule), since the enactment Company does not have any liabilities or obligations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actany nature (whether accrued, neither Yankees nor any of its Affiliates has madeabsolute, arranged, modified (in any material way), contingent or forgiven personal loans to any executive officer or director of Yankees. (ivotherwise) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information would be required to be disclosed by Yankees reflected on, or reserved against in, a balance sheet of Company, prepared in accordance with GAAP, except for liabilities or obligations incurred in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer ordinary course of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to business since the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reportingCompany Balance Sheet. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (ia) The Yankees Reports Since December 31, 2002, the Sellers or their Affiliates have filed all material reports, registrations and statements, together with any required amendments thereto, that were required to be filed in a timely manner connection with the Island Finance Business with any applicable Governmental Authority or other regulatory authorities. All such material reports, registrations and in compliance in all material respects statements filed with all applicable Laws and any Governmental Authority or such other requirements applicable thereto. regulatory authority are collectively referred to herein as the “Island Finance Reports.” As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment)dates, the Yankees Island Finance Reports complied in all material respects with requirements under all the applicable Law regarding rules and regulations promulgated by the accuracy relevant regulatory authorities and completeness the information contained therein was, as of the disclosures contained therein. (ii) The consolidated balance sheet (including respective dates thereof, true and correct in all material respects. Neither the related notes and schedules) Sellers nor any of their Affiliates are or were required to report loan data with respect to the Receivables included in the audited consolidated financial statements Purchased Assets pursuant to the Home Mortgage Disclosure Act of Yankees 1975, as amended, or Regulation C thereunder, for any of the fiscal year years ended December 31, 2011 2003, 2004, or 2005. (b) Except as provided in Section 4.7(b) of the Sellers Disclosure Schedule, the unaudited combined balance sheets of the Island Finance Business as at December 31, 2004, and as at December 31, 2005 (the “Yankees December Balance Sheet”), and the unaudited statements of results of operations of the Island Finance Business for the periods then ended and for the period ended December 31, 2003 (collectively, the “Financial Statements”), copies of which previously have been provided to Purchaser, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for the omission of full footnotes thereto) and fairly presents present the consolidated financial position of Yankees and its Subsidiaries the Island Finance Business as of its date, the dates thereof and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries operations for the periods set forth thereinthen ended (subject, in each the case of interim statements, to normal year-end adjustments, which are not material individually or in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇aggregate). W▇▇▇▇ Act and Fargo or the Sellers also have delivered to Purchaser copies of all letters from outside auditors to either Seller’s board of directors (Bor the audit committee thereof) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known related to the chief executive officer and Island Finance Business during the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under thirty-six (36) months preceding the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date execution of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete together with copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankeesthereto.

Reports; Financial Statements. (a) Since November 13, 1998, Acquiror has filed all forms, reports, statements and other documents required to be filed with the SEC, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by SEC thereunder applicable to the Securities Exchange Act Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain any untrue statement of 1934a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, as amended in the light of the circumstances under which they were made, not misleading. (including b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC Reports (i) have been prepared in accordance with the published rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, except (A) to the knowledge of Yankeesextent disclosed therein or required by changes in generally accepted accounting principles, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role as may be indicated in Yankees’s internal control over financial reporting. the notes thereto and (vC) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to in the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 case of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1unaudited financial statements, 2009, to as permitted by the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements rules and regulations of the type described in Section 806 SEC) and (ii) fairly present the consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of Acquiror and its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (a) Target and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) The Yankees Reports were filed in Canadian securities regulatory authorities (collectively, the “Target SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.4(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a timely manner and in compliance in Material Adverse Effect on Target (all material respects with all applicable Laws such forms, reports, schedules, statements and other requirements applicable theretodocuments are collectively referred to as the “Target Documents”). As of their respective dates (or if amended prior to The Target Documents at the date hereof, as of the date of such amendment), the Yankees Reports time filed did not contain any Misrepresentation and complied in all material respects with the requirements under of applicable Law regarding Laws. Target has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the accuracy and completeness date of the disclosures contained thereinthis Agreement remains confidential. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees Target for the fiscal year ended December May 31, 2011 2008, together with the auditors’ report thereon and the notes thereto, and the unaudited interim consolidated financial statements of Target for the three months ended August 31, 2008 and the notes thereto contained in the Target SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the “Yankees Financial Statements”periods involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Target; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Target for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Target, and (vi) fairly presents present, in all material respects, the consolidated financial position position, results of Yankees operations and cash flows of Target and its Subsidiaries as of its datethe respective dates thereof and for the respective periods covered thereby, and the consolidated statements of incomesubject, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereinaggregate. (iiic) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in Target does not have any material way), liability or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraudobligation, whether accrued, absolute, contingent or otherwise not material, that involves management or other employees who have a significant role reflected in Yankees’s internal control over its latest publicly-disclosed consolidated financial reportingstatements. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Since December 31, 1998, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by Commission thereunder applicable to the Securities Exchange Act Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain any untrue statement of 1934a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, as amended in the light of the circumstances under which they were made, not misleading. (including b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC Reports (i) have been prepared in accordance with the published rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified Commission and GAAP applied on a consistent basis throughout the periods involved (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, except (A) to the knowledge of Yankeesextent disclosed therein or required by changes in GAAP, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role as may be indicated in Yankees’s internal control over financial reporting. the notes thereto and (vC) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to in the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 case of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1unaudited financial statements, 2009, to as permitted by the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements rules and regulations of the type described in Section 806 Commission) and (ii) fairly present the consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of Acquiror and its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (a) Since December 31, 1997, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8- K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Yankees Acquiror SEC Reports were filed in a timely manner and in compliance prepared in all material respects in accordance with all applicable Laws and other the requirements applicable thereto. As of their respective dates (or if amended prior to the date hereof, as of the date of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness of the disclosures contained therein. (ii) The consolidated balance sheet (including the related notes and schedules) included in Securities Act or the audited consolidated financial statements of Yankees for the fiscal year ended December 31, 2011 (the “Yankees Financial Statements”) fairly presents the consolidated financial position of Yankees and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial positionExchange Act, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by Commission thereunder applicable to the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2Acquiror SEC Reports) and (3), since the enactment Acquiror SEC Reports did not at the time they were filed contain any untrue statement of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any a material way), fact or forgiven personal loans omit to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information state a material fact required to be disclosed by Yankees stated therein or necessary in order to make the statements therein, in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness light of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluationcircumstances under which they were made, not misleading. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries Acquiror has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves Shareholders with true and complete copies of all written comment letters from the staff Acquiror SEC Reports. (b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC received since January 1, 2009 through Reports (i) have been prepared in accordance with the date published rules and regulations of this Agreement relating the Commission and GAAP applied on a consistent basis throughout the periods involved (except (A) to the Yankees Reports extent disclosed therein or required by changes in GAAP, (B) as may be indicated in the notes thereto and all written responses of Yankees thereto through (C) in the date of this Agreement other than with respect to requests for confidential treatment. As case of the date unaudited financial statements, as permitted by the rules and regulations of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To Commission) and (ii) fairly present the knowledge consolidated financial position of Yankees, Acquiror and its subsidiaries as of the date respective dates thereof and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatenedoperations and cash flows for the periods indicated (subject, in each the case regarding any accounting practices of Yankeesunaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

Reports; Financial Statements. (i) The Yankees Reports were Company and each of its Subsidiaries have timely filed in a timely manner and in compliance in all material respects with all applicable Laws and other requirements applicable thereto. As of their respective dates (or if amended prior furnished, as applicable) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2013 with any Governmental Authorities (including any Regulatory Authorities), including any report, registration or statement required to be filed (or furnished, as applicable) pursuant to the date hereof, as Laws of the date United States, any state or political subdivision, any foreign entity or jurisdiction, or any other Governmental Authority or Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of such amendment), the Yankees Reports complied in all material respects with requirements under applicable Law regarding the accuracy and completeness business of the disclosures contained thereinCompany and its Subsidiaries, (A) no Regulatory Authority has initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or any of its Subsidiaries since December 31, 2013, (B) there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of the Company or any of its Subsidiaries, and (C) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since December 31, 2013. (ii) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees the Company for the fiscal year years ended December October 31, 2011 2015 and 2014, which comprise the consolidated balance sheets of the Company as of October 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity and of cash flows for the years then ended (and the related notes thereto) (the “Yankees Audited Financial Statements”) and (b) the unaudited consolidated financial statements of the Company for the period ended October 31, 2016, which comprise the consolidated balance sheet of the Company as of October 31, 2016, and the related consolidated statements of operations, stockholders’ equity and of cash flows for the year then ended (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Company Financial Statements”) have been prepared in accordance with the books and records of the Company and GAAP on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presents present in all material respects the consolidated financial position of Yankees the Company and its Subsidiaries as of its date, the respective dates thereof and the consolidated statements of incomeoperations, equity, stockholders’ equity and of cash flows and of changes in financial position included for the periods indicated (subject, in the Yankees case of the Unaudited Financial Statements Statements, to the absence of one or more footnotes). B▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & P▇▇▇▇▇, LLC has not resigned (including or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any related notes disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The books and schedules) fairly present records of the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees Company and its Subsidiaries for have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Section 3.2(d)(ii) of the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during Company Disclosure Letter contains a true and complete copy of the periods involved, except as may be noted thereinCompany Financial Statements. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions The records, systems, controls, data and information of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company and its Subsidiaries are recorded, stored, maintained and operated under means (Bincluding any electronic, mechanical or photographic process, whether computerized or not) that are under the applicable listing exclusive ownership and corporate governance rules and regulations direct control of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended Company or its Subsidiaries or accountants (including the rules all means of access thereto and regulations promulgated thereundertherefrom). The Company has disclosed, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) to the knowledge of Yankees, Yankees had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would which are reasonably be expected likely to adversely affect in any material respect the Company’s ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge any fraud or allegation of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankeesthe Company’s internal control controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement any such disclosures made by management to the Company’s auditors and audit committee. (viv) No attorney representing Yankees or The Company and its Subsidiaries maintain and have maintained a standard system of accounting established and administered in accordance with GAAP. Since December 31, 2013, neither the Company nor any of its SubsidiariesSubsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or not employed by Yankees oral, regarding the accounting or any auditing practices, procedures, methodologies or methods of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees Company or any of its Subsidiaries or their internal accounting controls, including any of its officersmaterial complaint, directorsallegation, employees assertion or agents pursuant to Section 307 of claim that the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees Company or any of its Subsidiaries has provided engaged in questionable accounting or auditing practices. (v) Neither the Company nor any of its Subsidiaries has any Liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of the Company, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in the Unaudited Financial Statements (including any notes thereto), and for liabilities incurred (A) in the ordinary course of business consistent with past practice since the date of such balance sheet that are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, or (B) in connection with this Agreement and the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries is providing information a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any law enforcement agency transaction or Governmental Entity regarding relationship between or among the commission Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or possible commission limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any crime material transaction involving, or material Liabilities of, the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees Company or any of its SubsidiariesSubsidiaries in the Company’s consolidated financial statements. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (ia) The Yankees Reports were filed in a timely manner and in compliance in As of the respective dates of their filing with the Commission, all material respects with all applicable Laws reports, registration statements and other requirements applicable filings, together with any amendments thereto. As of their respective dates , filed by the Company with the Commission since January 1, 2000 (or if amended prior to the date hereof, as of the date of such amendment"SEC Reports"), the Yankees Reports complied in all material respects with the applicable requirements under applicable Law regarding the accuracy and completeness of the disclosures contained Securities Act, the Exchange Act, and the rules and regulations of the Commission promulgated thereunder. The SEC Reports did not at the time they were filed with the Commission 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. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees the Company and its Subsidiaries (balance sheet and statements of operations, cash flow and stockholders' equity, together with the notes thereto) for the fiscal year ended December 31, 2011 2002 which contains the unqualified report of PricewaterhouseCoopers LLP (the “Yankees "Audited Financial Statements”") fairly presents and the unaudited consolidated financial position statements of Yankees the Company and its Subsidiaries (balance sheet and statements of operations) for the fiscal quarter ended September 30, 2003 (the "Unaudited Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements") set forth in the SEC Reports are complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other, except that the Unaudited Financial Statements do not contain footnotes or normal year-end adjustments. The Financial Statements fairly present in all material respects the financial condition, operating results and cash flows of the Company and its Subsidiaries as of its datethe respective dates and for the respective periods indicated in accordance with GAAP, and except that the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Yankees Unaudited Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereindo not contain footnotes or normal year-end adjustments. (iii) Yankees is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the Yankees. Except as permitted by the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankees. (iv) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Yankees’s internal control over financial reporting. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.

Reports; Financial Statements. (a) Altima has timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) The Yankees Reports were filed in Canadian securities regulatory authorities (collectively, the "Altima SRA Reports"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Government Entity, except with respect to clause (iii) of this Section where the failure to file any such forms, reports, schedules, statements or other documents would not have a timely manner and in compliance in Material Adverse Effect on Altima (all material respects with all applicable Laws such forms, reports, schedules, statements and other requirements applicable theretodocuments are collectively referred to as the "Altima Documents"). As of their respective dates (or if amended prior to The Altima Documents at the date hereof, as of the date of such amendment), the Yankees Reports time filed did not contain any Misrepresentation and complied in all material respects with the requirements under of applicable Law regarding Laws. Altima has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the accuracy and completeness date of the disclosures contained thereinthis Agreement remains confidential. (iib) The consolidated balance sheet (including the related notes and schedules) included in the audited consolidated financial statements of Yankees Altima for the fiscal year years ended December 31November 30, 2011 (2008 and 2007, together with the “Yankees Financial Statements”) fairly presents auditors’ report thereon and the consolidated financial position of Yankees and its Subsidiaries as of its datenotes thereto, and the unaudited interim consolidated financial statements of incomeAltima for the six months ended May 31, equity, 2009 and cash flows and of changes in financial position included the notes thereto contained in the Yankees Financial Statements Altima SRA Reports (including any related notes and schedulesi) fairly present the results of operations, equity, cash flows and changes have been prepared in financial position, as the case may be, of Yankees and its Subsidiaries for the periods set forth therein, in each case in conformity accordance with U.S. Canadian generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved, except as may be noted therein. (iiiii) Yankees is in compliance complied in all material respects with the requirements of applicable securities Laws, (Aiii) are in accordance with the applicable provisions books and records of Altima; (iv) contain and reflect all necessary adjustments for fair presentation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act results of operations and the financial condition of the business of Altima for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Altima, and (Bvi) fairly present, in all material respects, the applicable listing consolidated financial position, results of operations and corporate governance rules and regulations cash flows of Altima as of the Yankees. Except as permitted by respective dates thereof and for the Securities Exchange Act respective periods covered thereby, subject, in the case of 1934unaudited financial statements, as amended (including to normal, recurring audit adjustments none of which will be material, individually or in the rules and regulations promulgated thereunder, the “Exchange Act”) including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Yankees nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Yankeesaggregate. (ivc) The disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Yankees, as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by Yankees in the reports it files Altima does not have any material liability or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Yankees by others within Yankees to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Yankees has evaluated the effectiveness of its respective disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Yankees Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (A) to the knowledge of Yankees, Yankees had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the ability of Yankees to record, process, summarize and report financial information and (B) Yankees has no knowledge of any fraudobligation, whether accrued, absolute, contingent or otherwise not material, that involves management or other employees who have a significant role reflected in Yankees’s internal control over its latest publicly-disclosed consolidated financial reportingstatements. (v) No attorney representing Yankees or any of its Subsidiaries, whether or not employed by Yankees or any of its Subsidiaries, has reported to the chief legal counsel or chief executive officer of Yankees evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Yankees or any of its Subsidiaries or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (vi) Since January 1, 2009, to the knowledge of Yankees, no employee of Yankees or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Yankees or any of its Subsidiaries. (vii) To the knowledge of Yankees, none of the Yankees Reports is the subject of ongoing SEC review (other than confidential treatment requests). To the extent not available on ▇▇▇▇▇, Yankees has made available to Braves true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to the Yankees Reports and all written responses of Yankees thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Yankees Report. To the knowledge of Yankees, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Yankees.