collectively the "Mines") and the preliminary Joint Proxy Statement, the 1975 10-K and Schedule D accurately set forth, with respect to each of the Mines, a map or sketch identifying the state, province, and country of location and situs therein, the rank or quality of mineral, whether owned, leased or otherwise available as of right, the effective net undivided interest of Utah or any of its subsidiaries or affiliates therein and information with respect to sales for the fiscal years 1971 through 1975. It is understood that, without limitation, the foregoing definition of Mine includes the potential mine at Norwich Park, Queensland, the coal deposit near Craig, Colorado, and the uranium deposit in the Green Mountain area of Wyoming. Schedule D-1 previously delivered by Utah to GE accurately sets forth with respect to each of the Mines revenues, costs and expenses, profit and cash flow for each of the last four fiscal years. Schedule D previously delivered by Utah to GE accurately sets forth information with respect to other mineral interests (other than oil and gas interests) of Utah or any of its subsidiaries or affiliates which are not part of a Mine and which consist of all mineral properties where drilling programs have been substantially completed and where the results indicate the presence of commercial mineral bearing deposits whether or not markets have been established for such deposits (such drilled mineral properties being "Mining Areas") comparable, to the extent available to Utah, to that included in the preliminary Joint Proxy Statement with respect to Mines. Schedule D accurately indicates the scope of areas or interests not owned or leased by, or otherwise available as of right to, Utah or any of its subsidiaries or affiliates which are located within the confines of the Mines or Mining Areas, sets forth the approximate acreage of each of the Mines and Mining Areas, except to the extent such information is set forth in the preliminary Joint Proxy Statement, and shows all mortgages, production payments or other burdens imposed upon any of the Mines or Mining Areas. Neither Utah nor any of its subsidiaries or affiliates owns any royalties, over-riding royalties or other mineral interests (other than oil and gas interests) which are material to the entity which owns any such mineral interest except for those set forth in Schedule D. Except as set forth in the preliminary Joint Proxy Statement or such Schedule D, Utah and its subsidiaries and affiliates have all water rights and other ancillary rights necessary to support the operations of, and the sales and dispositions of production from, the Mines. All estimates of mineral reserves, mineral interests and similar matters contained in the preliminary Joint Proxy Statement or Schedule D have been prepared in accordance with accepted engineering or mining practices by persons qualified to make such estimates. 7. Oil and Gas Properties. The preliminary Joint Proxy Statement accurately sets forth for the fiscal years 1971 through 1975 the number of gross and net producing oil and gas wells in which Utah or any of its subsidiaries or affiliates had an interest and information with respect to production before and after production payments for each of such fiscal years. Schedule D previously delivered by Utah to GE accurately sets forth the proved oil and gas reserves of Utah and its subsidiaries and affiliates listed by company and identifying the state, province and country of location whether owned, leased or otherwise available to it as of right and shows all mortgages, production payments or other burdens imposed thereon. Neither Utah nor any of its subsidiaries or affiliates owns any royalties, over-riding royalties or other presently producing oil and gas interests which are material to the entity which owns any such presently producing oil or gas interests except for those set forth in Schedule D. Except as set forth on such Schedule D, Utah and its subsidiaries and affiliates have all ancillary rights necessary to support the operations of, and the sales and dispositions from, presently producing oil and gas properties and oil and gas properties reasonably contemplated to be drilled. All estimates of oil and gas reserves, oil and gas interests and similar matters contained in the preliminary Joint Proxy Statement or Schedule D have been prepared in accordance with accepted engineering practices by persons qualified to make such estimates. 8. Title to Properties. (a) Schedule E previously delivered by Utah to GE accurately sets forth with respect to each of the properties of Utah and its subsidiaries and affiliates (other than oil and gas properties but including without limitation ocean carriers) described in the preliminary Joint Proxy Statement together with the equipment, buildings and appurtenances necessary to the operation of such properties (herein the "principal properties") (A) a list of all leases, franchises and similar agreements creating, modifying or altering rights to minerals and which are material to the property interest of Utah or its subsidiaries or affiliates in any such principal property in which such interest is not ownership in fee and (B) all indebtedness secured by a mortgage, lien, pledge, restriction, charge or encumbrance on any such principal property, specifying the nature thereof, including, where appropriate, the original principal amount thereof, the person to whom owed and the unpaid balance and rate of interest (if any), provided however that such Schedule need not list or describe any information listed or described in the preliminary Joint Proxy Statement or on Schedule D previously delivered by Utah to GE. Utah and its subsidiaries and affiliates each (i) owns all leasehold estates, charter rights and other rights purported to be granted to it by the agreements, contracts and commitments listed in the preliminary Joint Proxy Statement or such Schedule D or Schedule E, each of which is in full force and effect without any default, waiver or indulgence thereunder by Utah or to its knowledge by any other party thereto except as set forth in such Schedule, (ii) has title or other interests adequate for the operations of the Mines and for the development of the Mining Areas as described in the preliminary Joint Proxy Statement and Schedule D, (iii) has good and marketable title to the oil and gas properties used as a basis for determining the proved oil and gas reserves of Utah and its subsidiaries and affiliates as described in the preliminary Joint Proxy Statement and Schedule D and (iv) has good and marketable title to all principal properties owned by it which are not mineral properties described in (ii) or (iii) of this Section 8 (a), in each case free and clear of all mortgages, liens, pledges, restrictions, charges or encumbrances of any nature whatsoever except: (x) liens for taxes, assessments or governmental charges or levies if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings; (y) such imperfections of title and encumbrances, if any, as do not materially detract from the value of, or materially interfere with the present use of, such property; and (z) as shown on such Schedule D or Schedule E. (b) Except as set forth in Schedule E previously delivered by Utah to GE, neither Utah nor any of its subsidiaries or affiliates has received notice of violation of any material regulation, ordinance, law, order, or other requirement relating to any principal property. Except as set forth on such Schedule E there are no changes in any of the foregoing requirements affecting any principal property, pending or to the best of Utah's knowledge threatened, which might prohibit Utah or any of its subsidiaries or affiliates from continuing, or which might materially curtail, the present use of such property or from using such property for the purpose for which it was acquired. 9. Agreements, Contracts and Commitments. Except as set forth in Schedule F previously delivered by Utah to GE or in any other schedule previously delivered by Utah to GE pursuant to this Agreement, neither Utah nor any of its subsidiaries or affiliates has (i) any collective bargaining agreements, or any agreements that contain any severance pay liabilities or obligations, (ii) any bonus, deferred compensation, pension, profit-sharing, stock option, employee stock purchase or retirement plans, or any other employee benefit plans or arrangements (other than those which singly involve less than 25 salaried employees in the aggregate for Utah and/or any such subsidiary or affiliate and no employee other than a salaried employee), (iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant having more than one year to run from the date hereof or containing an obligation to pay and/or accrue more than $25,000 per annum or any consulting agreement, contract or commitment with a consulting firm or other organization having a term of five years or more from the date hereof or containing an obligation to pay and/or accrue more than $250,000 per annum, (iv) any lease (as lessor or lessee) other than leases of oil or gas interests, note (other than any note representing indebtedness between Utah and any consolidated subsidiary of Utah or between Marcona and any consolidated subsidiary of Marcona or advances by Utah to Marcona pursuant to the agreements relating to the acquisition by Utah of Marcona's interest in certain projects referred to in Schedule B), bond or indenture which involves a potential liability of more than $1,000,000 or any agreement of guarantee or indemnification running to any person or entity other than a consolidated subsidiary of Utah which involves, singly or in the aggregate, a potential liability of more than $1,000,000, (v) any agreement, contract or commitment which might reasonably be expected to have a potential material adverse impact on the business or operations of Utah or any of its principal subsidiaries or principal affiliates, (vi) any agreement, contract or commitment containing any covenant limiting the freedom of Utah or any of its 7 6