names, trademark registrations and applications, common law trademarks, copyrights, copyright registrations and applications, and formulae used or proposed to be used by Utah or any of its principal subsidiaries or principal affiliates and believed by Utah to be important to the business of Utah or any such principal subsidiary or principal affiliate. Unless otherwise indicated in such Schedule J, Utah or its principal subsidiaries or principal affiliates own the entire right, title and interest in and to the same. Such Schedule J also accurately sets forth all domestic and foreign letters patent, patents, patent applications, patent and know-how licenses, trade names, trademark registrations and applications, common law trademarks, copyrights, copyright registrations and applications, which relate to the business of Utah or of any of its principal subsidiaries or principal affiliates and which are owned or controlled by any director, officer or employee of Utah or of any of its principal subsidiaries or principal affiliates. All letters patent, patents, patent applications, patent and know-how licenses, trade names, trademark registrations and applications, common law trademarks, copyrights, copyright registrations and applications, and formulae listed in such Schedule are subject to no pending or, to the best of the knowledge of Utah, threatened litigation or other adverse claims except as set forth in said Schedule. There has been no infringement by Utah or any of its subsidiaries or, to the best of the knowledge of Utah, any of its affiliates of any domestic or foreign letters patent, patent, trade name, trademark registration, common law trademark or copyright of another, or any claim or assertion that Utah or any of its subsidiaries or, to the best of the knowledge of Utah, any of its affiliates has engaged in any such infringement. None of the patents, trade names, trademark registrations, common law trademarks or copyrights of Utah or any of its subsidiaries or, to the best of the knowledge of Utah, any of its affiliates infringe any rights of another, nor has there been any claim to such effect. 13. Authorization of Agreement. The execution and delivery and, subject to requisite stockholder approval, the performance of this Agreement and the Agreement of Merger by Utah have been duly and validly authorized and approved by the Board of Directors of Utah, and Utah has taken, or will use its best efforts to take prior to the Time of Filing, all action required by law, its Certificate of Incorporation and By-Laws and all other action required to authorize the execution, delivery and performance of this Agreement and the Agreement of Merger. 14. Registration Statement and Proxy Statements. When the Registration Statement referred to in Section 4 of Article IV or any post-effective amendment thereto shall become effective, and when the Proxy Statements referred to in Section 2 of Article IV or any amendment or supplement thereto shall be mailed to holders of securities of Utah and GE, respectively, and at all times subsequent to such effectiveness or mailing up to and including the effective time of the Merger, such Registration Statement and such Proxy Statements and all amendments or supplements thereto, with respect to all information set forth therein relating to Utah and its subsidiaries and affiliates and in respect of this Agreement and the Agreement of Merger, (i) will comply in all material respects with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), respectively, and the rules and regulations of the SEC thereunder and (ii) 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 contained therein not misleading. 15. Brokers' or Finders' Fees, etc. No agent, broker, investment banker, person or firm acting on behalf of Utah or any of its subsidiaries or affiliates or under the authority of any of them is or will be entitled to any broker's or finder's fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated herein except for Lehman Brothers Incorporated and Dean Witter & Co. Incorporated for their evaluation of the exchange ratio, whose fees and expenses will be paid by Utah. 16. Copies of Documents. Utah has made available for inspection and copying by GE true and correct copies of all documents referred to in this Article II or in any schedule delivered by Utah to GE pursuant to this Agreement. 10 ARTICLE III Representations And Warranties Of GE GE represents, warrants and agrees as follows: 1. Organization, etc. GE is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and GE Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. GE has the corporate power to own its property and to carry on its business as now being conducted; GE and GE Subsidiary each has the corporate power to execute and deliver this Agreement and consummate the transactions contemplated hereby; GE Subsidiary has the corporate power to execute and deliver the Agreement of Merger; and GE is duly qualified and licensed and in good standing as a foreign corporation in each state of the United States and the District of Columbia. 2. Capital Stock of GE. As of December 31, 1975, the authorized capital stock of GE consisted of (a) 2,000,000 shares of Preferred Stock, par value $1 per share, none of which was issued, and (b) 210,000,000 shares of GE Common Stock, of which 184,358,652 were issued and outstanding (exclusive of 3,361,732 shares either held in the treasury or by a subsidiary of GE). As of the date of this Agreement, there are no outstanding options, warrants or other rights to subscribe for or purchase from GE or any of its subsidiaries any capital stock of GE or securities convertible into or exchangeable for capital stock of GE, except upon exercise or conversion of the options and other securities listed in Schedule 1 previously delivered by GE to Utah and except that as of December 31, 1975 an aggregate of 5,569,959 shares of GE Common Stock were reserved for issuance or held in the treasury in connection with the plans listed in such Schedule 1. Such issued shares of GE are, and any shares issued pursuant to such plans or upon such exercises or conversions prior to the effective time of the Merger will be, duly authorized, validly issued and (except for treasury shares) outstanding, and fully paid and nonassessable. 3. Capital Stock of GE Subsidiary. The authorized capital stock of GE Subsidiary consists of 500 shares of GE Subsidiary Common Stock, all of which shares are validly issued and outstanding, fully paid and nonassessable and owned of record and beneficially by GE. There are no outstanding options, warrants or other rights to subscribe for or purchase capital stock (or securities convertible into or exchangeable for capital stock) of GE Subsidiary. GE Subsidiary has not engaged in any activities other than as contemplated by the terms of this Agreement. 4. Financial. (a) GE has previously furnished Utah a true and complete copy of GE's 1975 Annual Report to Shareholders, which report includes, among other things, consolidated statements of financial position of GE and subsidiaries as at December 31, 1975 and 1974 and the related consolidated statements of current and retained earnings for the two years then ended. All such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior periods. Such statements of financial position as at December 31, 1975 and 1974 fairly present the consolidated financial condition of GE and its subsidiaries as at the dates thereof, and such related statements of current and retained earnings fairly present the results of operations thereof for the fiscal years then ended. For the purposes of this Agreement, all financial statements of GE and subsidiaries shall be deemed to include any notes to such financial statements. (b) Since December 31, 1975, there has not been, occurred or arisen (i) any material adverse change in the consolidated financial condition or in the operations of the business of GE and its subsidiaries considered as a whole, from that shown on the aforementioned statement of financial condition as at December 31, 1975, or (ii) any 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 of GE and its subsidiaries considered as a whole. Ii