earnings and retained earnings of Marcona and its subsidiaries contained therein fairly present the results of the operations thereof for the periods indicated (subject in the case of such consolidated balance sheets and statements of earnings and retained earnings to the comments contained in the report of Price Waterhouse & Co. relating thereto). For the purposes of this Agreement, all financial statements referred to in this Section 4(a) shall be deemed to include any notes to such financial statements. (b) Neither Utah nor any of its subsidiaries or affiliates has any liabilities or obligations, either accrued, contingent or otherwise, which, individually or in the aggregate, are material to Utah and its subsidiaries considered as a whole, and which have not been: (i) reflected in the consolidated balance sheet of Utah and its subsidiaries as at October 31, 1975 referred to in Section 4(a) (i) of this Article II (the "Balance Sheet"); or (ii) specifically described in any of the schedules furnished to GE in connection herewith. The aggregate unfunded pension liability of Utah and its subsidiaries is as disclosed in Schedule B referred to in Section 4(d) below. (c) Except as may have been disclosed in the preliminary Joint Proxy Statement of GE and Utah with respect to the Merger in the form filed with the Securities and Exchange Commission (the "SEC") on May 3, 1976 (the "preliminary Joint Proxy Statement"), there are no claims against or liabilities or obligations of, or any reasonable legal basis known to Utah for any claims against or liabilities or obligations of, Utah or any of its subsidiaries or affiliates which, individually or in the aggregate, (i) might result in a material reduction in the consolidated net worth of Utah and its subsidiaries from that shown in the Balance Sheet or (ii) might result in a material charge against consolidated net earnings of Utah and its subsidiaries or (iii) might result in or cause any material adverse change in the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates (as such terms are defined in Section 2 of Article VII hereof) or in the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole (it being understood that the representations and warranties set forth in this Section 4(c) with respect to Samarco Mineracao S.A. ("Samarco") are qualified by opinion letters of Brazilian counsel previously delivered to GE). (d) Except as set forth in Schedule B previously furnished by Utah to GE, since October 31, 1975, whether or not in the ordinary course of business, there has not been, occurred or arisen: (i) any material adverse change in the financial condition or in the operations of the business of Utah and its subsidiaries considered as a whole, from that shown on the Balance Sheet; or (ii) any damage or destruction in the nature of a casualty loss, whether covered by insurance or not, materially and adversely affecting any property or business of Utah or any of its subsidiaries or affiliates which is material to the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates or to the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole; or (iii) any material increase in the compensation payable or to become payable by Utah or any of its principal subsidiaries or principal affiliates pursuant to employment agreements with officers or salaried employees of Utah or any of its principal subsidiaries or principal affiliates whose 1975 annual remuneration exceeded $40,000, or in any bonus, insurance, pension or other benefit plan made for or with any of such officers or employees; or (iv) any actual or, to the knowledge of Utah, any threatened, strike or other labor trouble or dispute which materially and adversely affects, or which insofar as Utah knows might materially and adversely affect, the business or prospects of Utah and its subsidiaries considered as a whole; or (v) any extraordinary loss (as defined in Opinion No. 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants) suffered by Utah or any of its subsidiaries or affiliates, which singly or in the aggregate is material to Utah and its subsidiaries considered as a whole, or any waiver by Utah or any of its subsidiaries or affiliates of any rights of substantial value which singly or in the aggregate are material to the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole; or (vi) any other event, condition or state of facts of any character which materially and adversely affects, or threatens to materially and adversely affect, the results of operations or business or financial condition or prospects of Utah and its subsidiaries considered as a whole. Utah and its principal subsidiaries and principal affiliates have not engaged in any transaction material to Utah or such subsidiary or affiliate not in the ordinary course of its business since October 31, 1975, except as set forth in the preliminary Joint Proxy Statement or in such Schedule B. 5. Tax and Other Returns and Reports. (a) Except as set forth in Schedule C previously furnished by Utah to GE, (i) all federal, state, local and foreign tax returns and tax reports required to be filed by Utah and its principal subsidiaries and principal affiliates, or any of them, have been filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, (ii) all federal, state, local and foreign income, profits, franchise, sales, use, occupation, property, severance, production, mining, excise and other taxes (including interest and penalties) due from Utah and its principal subsidiaries and principal affiliates (a) have been fully paid or adequately provided for on the books and financial statements of Utah or its principal subsidiaries or principal affiliates, or (b) are being contested in good faith by appropriate proceedings and are not material to Utah and its subsidiaries considered as a whole, (iii) no issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any of the returns and reports referred to in the foregoing clause (i) which, individually or in the aggregate, might have a material adverse effect on Utah and its subsidiaries considered as a whole, and (iv) no waivers of statutes of limitation have been given or requested with respect to Utah or any of its principal subsidiaries or principal affiliates. The United States federal income tax, Australian federal income tax, Canadian federal and provincial mining and income tax and California franchise tax returns of or in respect to Utah, each of its principal subsidiaries and Marcona have been examined by the Internal Revenue Service or its foreign counterpart or by appropriate state, provincial or departmental tax authorities, respectively, for all periods to and including those set forth in such Schedule C, and except as and to the extent shown on such Schedule, all deficiencies asserted or assessments made as a result of such examinations have been fully paid or fully reflected on the books of Utah or such subsidiary or affiliate, and all other unpaid deficiencies asserted or assessments made as a result of examinations by any taxing authority of Utah or any of its subsidiaries or affiliates are not material, individually or in the aggregate, to Utah or any of its subsidiaries or affiliates. (b) Neither Utah nor any of its subsidiaries or affiliates is subject to any penalty by reason of a violation of any order, rule or regulation of, or a default with respect to any return or report (other than a tax return or report) required to be filed with, any federal, state, local, foreign or other governmental agency, department, commission, board, bureau or instrumentality to which it is subject, which violations or defaults, individually or in the aggregate, might have a material adverse effect on the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates or on the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole. 6. Mineral Properties. The preliminary Joint Proxy Statement and Schedule D accurately set forth the estimated recoverable mineral reserves (excluding solely for the purposes of this Section 6 oil and gas interests) of Utah or any of its subsidiaries or affiliates located in or near presently operative mining areas (each such mining area together with reserves in or near such area being severally a "Mine" and 5