Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, all Company Reports required to be filed or furnished by it with the Securities Authorities pursuant to the Securities Laws since December 31, 2012 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, or, if not yet filed or furnished, will comply, in all material respects, with the applicable requirements of the Securities Laws and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Report filed with or furnished to the Securities Authorities subsequent to the date of this Agreement 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference therein.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis, all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities Authorities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Laws Act of 1933, as amended (the “Securities Act”) since December 31, 2012 2017 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments theretoin each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, furnished complied or, if not yet filed or furnished, will comply, comply in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there There are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority the SEC or the Staff with respect to any of the Company Report and, to Reports. To the Knowledge of the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are is the subject of ongoing Securities Authority SEC review, outstanding SEC comment or outstanding SEC investigation. There are no material internal investigations or, to None of the Company’s KnowledgeSubsidiaries is required to file any forms, any material Securities Authority inquiries or investigations reports, registrations, statements or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of documents with the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinSEC.

Company Reports; Financial Statements. (ai) The filings required to be made by Company has since January 1, 2006 under the Securities Act and the Exchange Act have been filed with the SEC including all forms, statements, reports, agreements (oral or furnishedwritten) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, and in the case of such filings made after the date hereof will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Company Reports required has made available (except to be the extent available through XXXXX or IDEA) to Parent each registration statement, report, proxy statement and information statement filed or furnished by it with the Securities Authorities SEC pursuant to the Securities Laws since December 31, 2012 Act or the Exchange Act (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementall such filings, including any all amendments and supplements thereto, the “Company Reports”)) since January 1, 2006, including (i) Company’s Annual Reports on Form 10-K, (ii) Company’s Quarterly Reports on Form 10-Q, and (iii) Company’s Current Reports on Form 8-K, each in the form (including exhibits, annexes and any amendments thereto) required by the SEC under the Securities Act or the Exchange Act, as the case may be. Each None of the Company Reports, at Reports (in the time case of its filing or being furnished, complied, or, if not yet Company Reports filed or furnished, will comply, in all material respects, with the applicable requirements of pursuant to the Securities Laws and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement), as of their effective dates, contained, nor in the case of such Company Reports filed after the date of such amendment)hereof will contain, the Company Reports did not, and any Company Report filed with or furnished to the Securities Authorities subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. The consolidated financial statements of Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to its Subsidiaries included in or incorporated by reference into the Company Reports comply, and in the case of consolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, in all material written responses respects with the applicable rules and regulations of the Company through the date of this Agreement thereto other than SEC with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDARthereto. As Each of the date hereof, there are no outstanding consolidated balance sheets included in or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of incorporated by reference into the Company Reports (other than confidential treatment requestsincluding the related notes and schedules) are presents, and in the subject case of ongoing Securities Authority review. There are no consolidated balance sheets included in or incorporated by reference into Company Reports filed after the date hereof will present fairly in all material internal investigations orrespects, the financial position of Company and its Subsidiaries as of its date, and each of the consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents, and in the case of consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into Company Reports filed after the date hereof will present, fairly the results of operations, retained earnings and changes in financial position, as the case may be, of Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatenedabsence of notes and normal year-end audit adjustments), in each case regarding any accounting practices of in accordance with U.S. GAAP consistently applied during the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities Authorities SEC pursuant to the Exchange Act or the Securities Laws Act since December 31, 2012 2013 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). The MLP has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “MLP Reports”). Each of the Company Reports and MLP Reports, at the time of its filing or being furnished, furnished complied, or, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports or MLP Reports, as applicable. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the MLP Reports did not, and any none of Company Report Reports and the MLP Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement will notwhen so filed or furnished, 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses Each of the Company through and the date of this Agreement thereto other than MLP is in compliance in all material respects with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As the applicable listing and corporate governance rules and regulations of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinNYSE.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, all Company Reports filings required to be filed or furnished made by it with the Securities Authorities pursuant to the Securities Laws Company since December 31, 2012 2001 under the Securities Act and the Exchange Act have been filed with the Securities and Exchange Commission (the “Applicable DateSEC”) (the ), including all forms, registration, proxy and information statements, reports reports, agreements (oral or written) and documents filed or furnished since all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the Applicable Date appropriate statutes and those filed or furnished subsequent to the date of this Agreementrules and regulations thereunder (collectively, including any amendments theretoof any such reports filed with or furnished to the SEC by the Company prior to the date hereof, the “Company Reports”). Each of the The Company Reports, at the time of its filing or being furnished, complied, or, if not yet filed or furnished, will comply, in all material respects, with the applicable requirements of the Securities Laws and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable has made available to the Company Reports. As of their respective dates Parent (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any x) each Company Report filed with or furnished to the SEC by the Company pursuant to the Securities Authorities subsequent Act or the Exchange Act since December 31, 2001 and prior to the date hereof, each, in all material respects, in the form (including exhibits, annexes and any amendments thereto) promulgated by the SEC under the Securities Act or the Exchange Act, as the case may be, and (y) each of this Agreement will notthe Company’s press releases released to the public since January 1, contain 2004. None of the Company Reports (in the case of Company Reports filed pursuant to the Securities Act), as of their effective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none None of the Company Reports (other than confidential treatment requests) are in the subject case of ongoing Securities Authority review. There are no material internal investigations or, Company Reports issued to the Company’s Knowledgepublic as press releases) as of their respective release dates, contained any untrue statement of a material fact or omitted to state any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatenedfact necessary in order to make the statements therein, in each case regarding any accounting practices the light of the Company. The representations and warranties in this Section (5)(a) do circumstances under which they were made, not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinmisleading.

Company Reports; Financial Statements. The filings required to be made by Company since January 1, 2006 under the Securities Act and the Exchange Act have been filed with the SEC and under the SRC have been filed with the PSEC, with copy to the PSE, including all forms, statements, reports, agreements (aoral or written) The Company has filed and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or furnishedas of the date of final amendment, as applicable, and in the case of such filings made after the date hereof will comply, in all material respects with all applicable requirements of applicable Law. Company Reports required has made available (except to be the extent available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), to Purchaser each registration statement, report, proxy statement and information statement filed or furnished by it with the Securities Authorities SEC pursuant to the Securities Laws since December 31, 2012 (Act or the “Applicable Date”) (Exchange Act and with the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent PSEC pursuant to the date of this AgreementSRC, with copy to the PSE since January 1, 2006 (all such filings, including any all amendments and supplements thereto, the “Company Reports”). Each Company is a “foreign private issuer” as such term is defined under Rule 3b-4 of the Exchange Act. None of the Company Reports, at Reports (in the time case of its filing or being furnished, complied, or, if not yet Company Reports filed or furnished, will comply, in all material respects, with the applicable requirements of pursuant to the Securities Laws and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement), as of their effective dates, contained, nor in the case of such Company Reports filed after the date of such amendment)hereof will contain, the Company Reports did not, and any Company Report filed with or furnished to the Securities Authorities subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to shareholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Reports (in the case of Company Reports filed with the PSEC or PSE) as of the respective dates filed with the PSEC, PSE or first mailed to shareholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of material fact or omitted or will omit, as applicable, to state any material fact necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. The consolidated financial statements of Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to its Subsidiaries included in or incorporated by reference into the Company Reports comply, and in the case of consolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, as to form in all material written responses respects with applicable accounting requirements and published rules and regulations of the SEC or PSEC, as applicable, with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company through Reports (including the related notes and schedules) presents, and in the case of consolidated balance sheets included in or incorporated by reference into Company Reports filed after the date hereof will present, fairly, in all material respects, the financial position of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As Company and its Subsidiaries as of its date, and each of the consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents, and in the case of consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into Company Reports filed after the date hereofhereof will present, there are no outstanding or unresolved comments fairly, in comment letters received from staff all material respects, the results of any Securities Authority operations, retained earnings and changes in financial position, as the case may be, of Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in accordance with U.S. GAAP with respect to any Company Report andReports filed under the Securities Act or Exchange Act with the SEC or with international general accepted accounting principles (“International GAAP”) with respect to any Company Reports filed under the SRC with the PSEC, with copy to the PSE, consistently applied during the periods involved, except as may be noted therein. Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ and the PSE. Company’s Knowledge, none disclosure controls and procedures (as defined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable Company Reports to comply with, and the appropriate officers of Company to make all certifications required under, the United States Xxxxxxxx-Xxxxx Act of 2002 and the regulations promulgated thereunder (other than confidential treatment requeststhe “Xxxxxxxx-Xxxxx Act”) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinotherwise with applicable Law.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities Authorities SEC pursuant to the Exchange Act or the Securities Laws Act since December 31, 2012 2015 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). The MLP has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “MLP Reports”). Each of the Company Reports and MLP Reports, at the time of its filing or being furnished, furnished complied, or, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports or MLP Reports, as applicable. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the MLP Reports did not, and any none of the Company Report Reports and the MLP Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement will notwhen so filed or furnished, 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses Each of the Company through and the date of this Agreement thereto other than MLP is in compliance in all material respects with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As the applicable listing and corporate governance rules and regulations of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinNYSE.

Company Reports; Financial Statements. (a) The Company has filed or furnishedfiled, as applicablein a timely manner, all Company Reports required to be filed or furnished by it with the Securities Authorities pursuant to the Securities Laws since December 31, 2012 and Exchange Commission (the “Applicable DateSEC”) (the and made available to Parent all registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be so filed by the Company since January 1, 2001, other than the Proxy Statement (collectively, including any such reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments theretohereof and as amended, the “Company Reports”). Each As of their respective dates, the Company Reports, at the time of its filing or being furnished, complied, or, if not yet filed or furnished, will comply, Reports complied in all material respects, respects with the applicable requirements of the Securities Laws Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and any the applicable rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date SEC promulgated thereunder, and none of such amendment), the Company Reports did notcontained, and any no Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date hereof will contain, as of this Agreement will nottheir 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 statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Company Report filed with the SEC prior to the date hereof. No Subsidiary of the Company is required to make any filings with the SEC. The consolidated financial statements of the Company included in the Company Reports comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present (subject, in the case of an unaudited financial statement, to normal recurring audit adjustments not material in amount), or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and consolidated statements of operations and statements of cash flows for the periods then ended, in each case in accordance with generally accepted accounting principles consistently applied (“GAAP”) during the periods involved. The Company has heretofore made available to Parent a complete and correct copy of any amendments or modifications which are required to be filed with the Parent true SEC but have not yet been filed with the SEC to (i) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and complete copies of (ii) the Company Reports themselves. The Company has responded to all material written comment letters from of the staff of the Securities Authorities since the Applicable Date through the date of this Agreement SEC relating to the Company Reports and all material written the SEC has not asserted that any of such responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment is inadequate, insufficient or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Companynon-responsive. The representations Company has heretofore made available to Parent true, correct and warranties in this Section (5)(a) do not apply to any information included in any Company Report to complete copies of all correspondence with the extent supplied by Parent for inclusion or incorporation by reference thereinSEC occurring since January 1, 2001.

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities Authorities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Laws Act since December 31, 2012 2019 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments theretoin each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, or, if not yet filed or furnished, will comply, complied in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. True, correct and complete copies of all Company Reports are publicly available in the Electronic Data Gathering Analysis and Retrieval database of the SEC. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreementhereof, as of on the date of such amendmentamended or superseded filing), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no material outstanding or unresolved comments in comment comments letters received from the SEC staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority reviewReports. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices unconsolidated Subsidiaries of the Company. The representations and warranties Company or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(b) of Regulation S-K promulgated by the SEC that have not been so disclosed in this Section (5)(a) do not apply to any information included in any the Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinReports.

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all Company Reports forms, statements, schedules, certifications, reports and documents required to be filed or furnished by it with the Securities Authorities SEC pursuant to the Exchange Act or the Securities Laws Act since December 31, 2012 2016 (the “Applicable Date”) (the forms, statements, schedules, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, furnished complied or, if not yet filed or furnished, will comply, comply in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement 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. The Company has made available to the Parent true true, correct and complete unredacted copies of all material written comment letters from documents filed as exhibits to the Company Reports subject to a request to the staff of the Securities Authorities since SEC for confidential treatment or for which the Applicable Date through Company has otherwise claimed confidential treatment. The Company has not submitted any request for confidential treatment of documents filed as exhibits to the Company Reports that as of the date of this Agreement relating to the Company Reports and all material written responses is currently pending or that has otherwise not been acted upon by staff of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinSEC.

Company Reports; Financial Statements. (ai) The Each of the Company and the Filing Subsidiaries has filed or furnished, as applicable, on a timely basis, all Company Reports forms, statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the Securities Authorities SEC pursuant to the Exchange Act, the Securities Laws Act or any Contract governing any indebtedness of the Company or such Filing Subsidiary requiring such filings to be made, since December 31, 2012 (the “Applicable Date”) (the all such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished, complied, furnished complied or, if not yet filed or furnished, will comply, in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct of 2002, as amended, and any the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. As of their respective dates (or, if amended prior to or after the date of this Agreementhereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date hereof did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement hereof 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. The Company has made available to the Parent true and complete copies As of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereofAgreement, there are no material outstanding or unresolved comments in comment letters received from the SEC staff of any Securities Authority with respect to any the Company Report and, to the Company’s Knowledge, none Reports. None of the Company Reports is, to the Knowledge (other than confidential treatment requestsas defined below) are of the Company, the subject of ongoing Securities Authority SEC review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference therein.

Company Reports; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all Company Reports forms, statements, certifications, reports and other documents required to be filed or furnished by it with the Securities Authorities SEC pursuant to the Exchange Act or the Securities Laws Act, as the case may be, since December 31September 30, 2012 2007 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, furnished complied or, if not yet filed or furnished, will comply, comply in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement 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. The Company has made available to the Parent true correct and complete copies of all material written comment letters from correspondence between the staff SEC, on the one hand, and the Company and any of the Securities Authorities Company Subsidiaries, on the other hand, occurring since the Applicable Date through and prior to the date hereof and not available on the SEC’s XXXXX system prior to the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDARAgreement. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff of any Securities Authority with respect to any of the Company Report and, to Reports. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company Reports (other than confidential treatment requests) are is the subject of ongoing Securities Authority SEC review. There are no material internal investigations or, to the Company’s Knowledge, any material Securities Authority inquiries outstanding SEC comment or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinoutstanding SEC investigation.

Company Reports; Financial Statements. Except as disclosed in Schedule 2.4.4.1 hereto, since January 1, 2013 (a) The the “Applicable Date”), the Company has filed or furnished, as applicable, all Company Reports forms, certifications, reports, statements and documents required to be filed or furnished by it with the United States Securities Authorities and Exchange Commission (“SEC”) pursuant to the Act and the Securities Laws since December 31, 2012 Exchange Act (the “Applicable DateExchange Act”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this AgreementDate, including any amendments thereto, the “Company SEC Reports”). Each of the Company SEC Reports, at the time of its filing or being furnished, complied, furnished (or, if not yet filed or furnishedamended, will complyas of the time of such amendment), complied as to form in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act, ”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementamended, as of the date of such amendment), the (x) each Company Reports did not, and any Company SEC Report filed with or furnished pursuant to the Securities Authorities subsequent to the date of this Agreement will not, Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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. The misleading and (y) each Company has made available SEC Report filed pursuant to the Parent true and complete copies Securities Act did not contain any untrue statement of all a material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating fact or omit to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are the subject of ongoing Securities Authority review. There are no material internal investigations or, to the Company’s Knowledge, state any material Securities Authority inquiries fact required to be stated therein or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices of necessary to make the Company. The representations and warranties in this Section (5)(a) do statements therein not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinmisleading.

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with the Securities Authorities pursuant to SEC under the Securities Laws Exchange Act since December 31, 2012 2004 (the “"Applicable Date”") (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementhereof and prior to the Closing, including any amendments thereto, the “"Company Reports”"). Each of the Company Reports, at the time of its filing or being furnished, complied, furnished complied or, if not yet filed or furnished, will comply, comply in all material respects, respects with the applicable requirements of the Securities Laws and the Xxxxxxxx-Xxxxx Exchange Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended or superseded prior to the date of this Agreementhereof, as of the date of such amendmentamendment or subsequently filed Company Report), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement hereof 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. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Sxxxxxxx-Xxxxx Act of 2002 (the "Sxxxxxxx-Xxxxx Act"), neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company. To the knowledge of the Company, since December 31, 2004, (A) neither the Company nor any of its Subsidiaries nor any current or former director, officer, employee or auditor of the Company or such Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, alleging (x) a material deficiency or weakness in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting, and (B) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of the Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company's chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. The Company has made available to the Parent true and complete copies a summary of all material written comment letters from the staff of the Securities Authorities complaints, allegations, assertions or claims made since the Applicable Date December 31, 2004 through the date Company's whistleblower hot line or equivalent system for receipt of this Agreement relating to employee concerns regarding possible violations of Law. The consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and all material written responses schedules) and the unaudited consolidated balance sheets, statements of income, stockholders' equity and cash flows as of and for the twelve month period ended December 31, 2007 that is attached to Section 5.1(e)(iv) of the Company through Disclosure Letter (the date "Unaudited 2007 Financials") each fairly presents, or, in the case of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of Company Reports filed after the date hereof, there are no outstanding will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows included in or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of incorporated by reference into the Company Reports (including any related notes and schedules) and the Unaudited 2007 Financials fairly presents, or in the case of Company Reports filed after the date hereof, will fairly present in all material respects the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to the absence of footnotes and to 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. All notes and accounts receivable reflected on the Unaudited 2007 Financials, and all accounts receivable of the Company and its Subsidiaries generated since December 31, 2007 (the "Receivables"), constitute bona fide receivables resulting from the sale of inventory, services or other than confidential treatment requests) obligations in favor of the Company and its Subsidiaries as to which full performance has been fully rendered, and are the valid and enforceable claims. The Receivables are not subject of ongoing Securities Authority review. There are no to any material internal investigations pending or, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices knowledge of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report , threatened defense, counterclaim, right of offset, returns, allowances or credits, except to the extent supplied reserved against the accounts receivable. The reserves against the accounts receivable for returns, allowances, chargebacks and bad debts have been determined in accordance with GAAP in all material respects, consistently applied in accordance with past custom and practice. The accounts payable of the Company and its Subsidiaries reflected on the Unaudited 2007 Financials arose from bona fide transactions in the Ordinary Course of Business. Section 5.1(e)(iv) of the Company Disclosure Letter sets forth the aggregate amount payable by Parent for inclusion the Company and its Subsidiaries to Bxxxx & Txxxxx, Inc. The Company and its Subsidiaries have good and marketable title to, or incorporation a valid leasehold interest or license in, the properties and assets (tangible and intangible) used by reference thereinthem, located on their premises, or shown on the Unaudited 2007 Financials or acquired after the date thereof, other than inventory sold in the Ordinary Course of Business free and clear of all Liens. The assets, properties and rights owned by the Company and its Subsidiaries are all the assets, properties and rights used by the Company and its Subsidiaries in the operation of the businesses, or necessary to operate the businesses, of the Company and its Subsidiaries, consistent with past practice.

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all Company Reports forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities Authorities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Laws Act since December 31, 2012 2019 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments theretoin each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished, complied, complied as to form or, if not yet filed or furnished, will complycomply as to form, in all material respects, respects with the applicable requirements of the Securities Laws Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), the Company Reports did not, and any Company Report Reports filed with or furnished to the Securities Authorities SEC subsequent to the date of this Agreement 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. The Company has made available to the Parent true and complete copies of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDAR. As of the date hereof, there There are no outstanding or unresolved comments in comment letters received from staff of any Securities Authority the SEC or the Staff with respect to any of the Company Report and, to Reports. To the Knowledge of the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are is the subject of ongoing Securities Authority reviewSEC review or outstanding SEC investigation. There are no material internal investigations or, to None of the Company’s KnowledgeSubsidiaries is required to file any forms, any material Securities Authority inquiries or investigations reports, registrations, statements or other material inquiries or investigations by or before documents with the SEC as a Governmental Entity pending or threatened, in each case regarding any accounting practices of the Company. The representations and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinregistrant.

Company Reports; Financial Statements. (a) The Company has furnished or filed or furnishedall registration statements, as applicablereports, all Company Reports schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by it the Company with the Securities Authorities pursuant to the Securities Laws SEC since December 31January 1, 2012 2014 (the “Applicable Date”) (the formssuch documents, together will all exhibits, financial statements, reports including the Company Financial Statements, and documents filed or furnished since the Applicable Date schedules and those filed or furnished subsequent amendments thereto and all information incorporated therein by reference, being collectively referred to the date of this Agreement, including any amendments thereto, as the “Company Reports”). Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied, or, if not yet filed or furnished, will comply, complied in all material respects, respects with the applicable requirements of the Exchange Act or the Securities Laws Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and any rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended prior to or superseded by a filing or amendment, then at the date of this Agreement, as of the date time of such filing or amendment), the Company Reports did not, and any Company Report filed with or furnished to the Securities Authorities subsequent to the date of this Agreement will not, ) 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 made therein, in light of the circumstances in under which they were made, not misleading. The Company has made available to the Parent true true, correct and complete copies of all material written comment letters from correspondence between the staff SEC and the Company and any of the Securities Authorities Company Subsidiaries occurring since the Applicable Date through January 1, 2014 and prior to the date of this Agreement relating to the Company Reports and all material written responses of the Company through the date of this Agreement thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX or SEDARAgreement. As of the date hereofof this Agreement, there are no outstanding comments received by the Company from, or unresolved comments in comment letters received from staff of any Securities Authority issues raised by the SEC with the Company, with respect to any of the Company Report andReports, and to the Knowledge of the Company’s Knowledge, none of the Company Reports (other than confidential treatment requests) are is the subject of ongoing Securities Authority SEC review, outstanding SEC comment or outstanding SEC investigation. There are no material internal investigations or, to None of the Company’s KnowledgeSubsidiaries is required to file periodic reports with the SEC pursuant to pursuant to Section 13 or 15(d) of the Exchange Act. Each of the consolidated financial statements of the Company included in the Company Reports (the “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatenedwas prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in each the case regarding any accounting practices of unaudited pro forma or quarterly financial statements, as permitted by Forms 10-Q and 8-K of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and fairly present in all material respects, in accordance with GAAP, the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows and changes in stockholders equity, as applicable, for the periods shown (subject, in the case of unaudited pro forma or quarterly financial statements, to normal year-end audit adjustments, none of which is expected to be material). The representations and warranties Except as disclosed in this Section (5)(athe Company Reports, there are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) do not apply to any information included in any Company Report to of Regulation S-K promulgated by the extent supplied by Parent for inclusion or incorporation by reference thereinSEC.

Company Reports; Financial Statements. (a) The Company has furnished to or filed or furnishedwith the SEC on a timely basis all reports, as applicableschedules, all Company Reports registration statements, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by it the Company with the Securities Authorities pursuant to the Securities Laws SEC since December 31October 3, 2012 2015 (the “Applicable Date”) (the formssuch documents, together with all exhibits, financial statements, reports including the Company Financial Statements, certifications and documents filed or furnished since schedules and amendments thereto and all information incorporated therein by reference, but excluding the Applicable Date and those filed or furnished subsequent Proxy Statement, being collectively referred to the date of this Agreement, including any amendments thereto, as the “Company Reports”). Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied, or, or if not yet filed furnished or furnishedfiled, will comply, in all material respects, respects with the applicable requirements of the Exchange Act, the Securities Laws Act and the Xxxxxxxx-Xxxxx Act, and any Sarbanes‑Oxley Act of 2002 (including the rules and regulations promulgated thereunder), as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended or superseded by a filing or amendment prior to the date of this Agreement, as of then at the date time of such filing or amendment), the ) and for Company Reports did not, and any Company Report furnished to or filed with or furnished to the Securities Authorities subsequent to SEC after the date of this Agreement Agreement, will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not, and any such registration statement that becomes effective after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company has made available to the Parent true and complete copies As of all material written comment letters from the staff of the Securities Authorities since the Applicable Date through the date of this Agreement relating Agreement, there are no material amendments or modifications to the Company Reports and all material written responses of that were required to be filed with (or furnished to) the Company through SEC prior to the date of this Agreement thereto other than Agreement, but that have not yet been filed with respect to requests for confidential treatment (or which are otherwise publicly available on XXXXX or SEDARfurnished to) the SEC. As Each of the date hereof, there are no outstanding consolidated financial statements of the Company included in or unresolved comments in comment letters received from staff of any Securities Authority with respect to any Company Report and, to the Company’s Knowledge, none of incorporated by reference into the Company Reports (other than confidential treatment requeststhe “Company Financial Statements”) are complied at the subject time it was filed with (or furnished to) the SEC, or if not yet furnished or filed, will comply at the time of ongoing Securities Authority review. There are no filing as to form in all material internal investigations respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and fairly presents, or, in the case of Company Financial Statements, included in or incorporated by reference into the Company Reports furnished or filed after the date of this 829649.04-LACSR01A - MSW Agreement, will fairly present in all material respects the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to the Company’s Knowledge, any material Securities Authority inquiries or investigations or other material inquiries or investigations by or before a Governmental Entity pending or threatened, in each case regarding any accounting practices absence of the Company. The representations footnote disclosure and warranties in this Section (5)(a) do not apply to any information included in any Company Report to the extent supplied by Parent for inclusion or incorporation by reference thereinnormal fiscal year‑end adjustments).