Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company 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 or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 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, in 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 in all material respects with the applicable requirements of the Securities 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 Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any of the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SEC.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents filings required to be made by the Company since December 31, 2001 under the Securities Act and the Exchange Act have been filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”), including all forms, registration, proxy and information statements, reports, agreements (oral or written) pursuant to the Exchange Act or the Securities Act of 1933and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as amended of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder (the “Securities Act”) since December 31collectively, 2017 (the “Applicable Date”) (the forms, statements, including any amendments of any such reports and documents filed with or furnished to the SEC since by the Applicable Date and those filed with or furnished to the SEC subsequent Company prior to the date of this Agreement, in each case as amendedhereof, 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 Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 has made available to Parent (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the x) each 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 Reports Report filed with or furnished to the SEC subsequent by the Company pursuant to the Securities 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any of the Company Reports. To the Knowledge of the Company, none None of the Company Reports is (in the subject case of ongoing SEC reviewCompany Reports issued to the public as press releases) as of their respective release dates, outstanding SEC comment contained any untrue statement of a material fact or outstanding SEC investigation. None omitted to state any material fact necessary in order to make the statements therein, in the light of the Company’s Subsidiaries is required to file any formscircumstances under which they were made, reports, registrations, statements or other documents with the SECnot misleading.

Company Reports; Financial Statements. (i) The filings required to be made by Company has since January 1, 2006 under the Securities Act and the Exchange Act have been filed or furnishedwith the SEC and under the SRC have been filed with the PSEC, as applicablewith copy to the PSE, on a timely basis, including all forms, statements, certificationsreports, reports agreements (oral or written) and documents required 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 applicable Law. Company 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 or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Securities Act or the Securities Exchange Act of 1933, as amended (and with the “Securities Act”) since December 31, 2017 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished PSEC pursuant to the SEC since the Applicable Date and those filed SRC, with or furnished copy to the SEC subsequent to the date of this AgreementPSE since January 1, in each case as amended2006 (all such filings, including 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 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 their effective dates, contained, nor in the date case of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to after the date of this Agreement hereof will notcontain, 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 in under which they were made, not misleading. There are no outstanding None of the Company Reports (in the case of Company Reports filed with the PSEC or unresolved comments PSE) as of the respective dates filed with the PSEC, PSE or first mailed to shareholders, as applicable, contained, nor in comment letters from 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 under which they were made, not misleading. The consolidated financial statements of Company and 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 respects with applicable accounting requirements and published rules and regulations of the SEC or PSEC, as applicable, with respect thereto. Each of the Staff consolidated balance sheets included in or incorporated by reference into the Company 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 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, in all material respects, 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 absence of notes and normal year-end audit adjustments), in each case in accordance with U.S. GAAP with respect to any Company Reports 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 disclosure controls and procedures (as defined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable Company Reports. To to comply with, and the Knowledge appropriate officers of Company to make all certifications required under, the Company, none United States Xxxxxxxx-Xxxxx Act of 2002 and the Company Reports is regulations promulgated thereunder (the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents “Xxxxxxxx-Xxxxx Act”) and otherwise with the SECapplicable Law.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 2013 (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, in each case as amendedincluding 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 complied orcomplied, or if not yet filed or furnished, will comply when so filed or furnished comply, in all material respects with the applicable requirements of the Securities 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 Reports and the MLP Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any Each of the Company Reports. To and the Knowledge MLP is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SECNYSE.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 2015 (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, in each case as amendedincluding 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 complied orcomplied, or if not yet filed or furnished, will comply when so filed or furnished comply, in all material respects with the applicable requirements of the Securities 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 Reports and the MLP Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any Each of the Company Reports. To and the Knowledge MLP is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SECNYSE.

Company Reports; Financial Statements. (i) The Company has filed or furnishedfiled, as applicable, on in a timely basismanner, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant and made available to the Exchange Act or the Securities Act of 1933Parent all registration statements, as amended (the “Securities Act”) since December 31prospectuses, 2017 (the “Applicable Date”) (the 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 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, in each case hereof and as amended, the “Company Reports”). Each As of their respective dates, the Company Reports, at the time of its filing or being furnished Reports complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (Exchange Act, as the “Xxxxxxxx-Xxxxx Act”)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 Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from , except to the extent corrected by a subsequently filed Company Report filed with the SEC or prior to the Staff with respect to any date hereof. No Subsidiary of the Company Reportsis required to make any filings with the SEC. To the Knowledge of the Company, none The consolidated financial statements of the Company included in the Company Reports is comply in all material respects with the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None applicable accounting requirements and the published rules and regulations of the Company’s 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 is 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 file any formsbe filed with the SEC but have not yet been filed with the SEC to (i) agreements, reports, registrations, statements documents or other documents instruments which previously have been filed by the Company with the SECSEC pursuant to the Exchange Act and (ii) the Company Reports themselves. The Company has responded to all comment letters of the staff of the SEC relating to the Company Reports and the SEC has not asserted that any of such responses is inadequate, insufficient or otherwise non-responsive. The Company has heretofore made available to Parent true, correct and complete copies of all correspondence with the SEC occurring since January 1, 2001.

Company Reports; Financial Statements. (i) The filings required to be made by Company has since January 1, 2006 under the Securities Act and the Exchange Act have been filed or furnished, as applicable, on a timely basis, with the SEC including all forms, statements, certificationsreports, reports agreements (oral or written) and documents required 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 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 or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Securities Act or the Securities Exchange Act of 1933(all such filings, as amended (the “Securities Act”) since December 31, 2017 (the “Applicable Date”) (the forms, statements, reports including all amendments 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, in each case as amendedsupplements 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 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 their effective dates, contained, nor in the date case of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to after the date of this Agreement hereof will notcontain, 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. There are no outstanding The consolidated financial statements of Company and its Subsidiaries included in or unresolved comments in comment letters from the SEC or the Staff with respect to any of the Company Reports. To the Knowledge of the Company, none of incorporated by reference into the Company Reports is comply, and in the subject case of ongoing SEC reviewconsolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, outstanding SEC comment or outstanding SEC investigation. None in all material respects with the applicable rules and regulations of the Company’s SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company 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 Company and its Subsidiaries is required 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 file any formsthe absence of notes and normal year-end audit adjustments), reportsin each case in accordance with U.S. GAAP consistently applied during the periods involved, registrations, statements or other documents with the SECexcept as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents Company Reports required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) Authorities pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) Laws since December 31, 2017 2012 (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, in each case as amendedincluding 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 Act, the Exchange Act Laws 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 Reports Report filed with or furnished to the SEC 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. There 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 the SEC or the Staff staff of any Securities Authority with respect to any of the Company Reports. To the Knowledge of Report and, to the Company’s Knowledge, none of the Company Reports is (other than confidential treatment requests) are the subject of ongoing SEC Securities Authority review. There are no material internal investigations or, outstanding SEC comment to the Company’s Knowledge, any material Securities Authority inquiries or outstanding SEC investigation. None 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’s Subsidiaries is required . The representations and warranties in this Section (5)(a) do not apply to file any forms, reports, registrations, statements information included in any Company Report to the extent supplied by Parent for inclusion or other documents with the SECincorporation by reference therein.

Company Reports; Financial Statements. (ia) The Company 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 or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 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, in 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 with the applicable requirements of the Securities 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 Reports filed with or furnished to the 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. There As of the date hereof, there are no material outstanding or unresolved comments in comment comments letters from the SEC or the Staff staff with respect to any of the Company Reports. To the Knowledge of the Company, none There are no unconsolidated Subsidiaries of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None any off-balance sheet arrangements of the Company’s Subsidiaries is type required to file any forms, reports, registrations, statements or other documents with be disclosed pursuant to Item 303(b) of Regulation S-K promulgated by the SECSEC that have not been so disclosed in the Company Reports.

Company Reports; Financial Statements. (i) The Each of the Company and the Filing Subsidiaries has filed or furnished, as applicable, on a timely basis, all 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 or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Act or Act, the Securities Act or any Contract governing any indebtedness of 1933the Company or such Filing Subsidiary requiring such filings to be made, as amended (the “Securities Act”) since December 31, 2017 2012 (the “Applicable Date”) (the all such forms, statements, certifications, 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 Agreementhereof, in each case as amendedincluding 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 or, if not yet filed or furnishedwill comply, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated thereunder (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 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 Reports filed with or furnished to the 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. There As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC or the Staff staff with respect to any of the Company Reports. To None of the Company Reports is, to the Knowledge (as defined below) of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SEC.

Company Reports; Financial Statements. (ia) The Company has timely filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Act or the Securities Act of 1933Act, as amended (the “Securities Act”) case may be, since December 31September 30, 2017 2007 (the “Applicable Date”) (the forms, statements, certifications, 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, in each case as amendedincluding 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 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 Reports filed with or furnished to the 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. There The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company Subsidiaries, on the other hand, occurring since the Applicable Date and prior to the date hereof and not available on the SEC’s XXXXX system prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC or the Staff staff with respect to any of the Company Reports. To the Knowledge of the Company, as of the date hereof, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SEC.

Company Reports; Financial Statements. (ia) The Company has furnished to or filed or furnished, as applicable, with the SEC on a timely basisbasis all reports, all schedules, registration statements, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by it the Company with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since October 3, 2015 (such documents, together with all exhibits, financial statements, including the Applicable Date Company Financial Statements, certifications and those filed with or furnished schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to the SEC subsequent to the date of this Agreement, in each case as amended, the “Company Reports”). Each of the Company Reports, Report (i) at the time of its filing furnished or being furnished complied orfiled, complied, or if not yet filed furnished or furnishedfiled, will comply comply, in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002 (including the “Xxxxxxxx-Xxxxx Act”), and any 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 Reports furnished to or filed with or furnished to the SEC subsequent to 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. There As of the date of this Agreement, there are no outstanding material amendments or unresolved comments in comment letters from modifications to the Company Reports that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the Staff with respect to any SEC. Each of the consolidated financial statements of the Company Reports. To included in or incorporated by reference into the Knowledge Company Reports (the “Company Financial Statements”) complied at the time it was filed with (or furnished to) the SEC, or if not yet furnished or filed, will comply at the time of filing as to form in all material respects with applicable accounting requirements and the published rules and regulations of the CompanySEC with respect thereto, none 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 Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of and the Company’s consolidated Subsidiaries is required 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 file any forms, reports, registrations, statements or other documents with the SECabsence of footnote disclosure and to normal fiscal year‑end adjustments).

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 2004 (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 Agreementhereof and prior to the Closing, in each case as amendedincluding 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 Exchange 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 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 Reports filed with or furnished to the 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. There are no outstanding Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or unresolved comments 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 comment letters from any material way) any extensions of credit in the SEC or the Staff with respect form of a personal loan to any executive officer or director of the Company ReportsCompany. To the Knowledge knowledge of the Company, none 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 Parent a summary of all complaints, allegations, assertions or claims made since December 31, 2004 through the Company's whistleblower hot line or equivalent system for receipt of 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 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 Disclosure Letter (the "Unaudited 2007 Financials") each fairly presents, or, in the case of Company Reports filed after the date hereof, 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 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 obligations in favor of the Company and its Subsidiaries as to which full performance has been fully rendered, and are valid and enforceable claims. The Receivables are not subject of ongoing SEC reviewto any material pending or, outstanding SEC comment or outstanding SEC investigation. None to the knowledge of the Company’s , threatened defense, counterclaim, right of offset, returns, allowances or credits, except to the extent 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 is required 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 the Company and its Subsidiaries to file any formsBxxxx & Txxxxx, reportsInc. The Company and its Subsidiaries have good and marketable title to, registrationsor a valid leasehold interest or license in, statements the properties and assets (tangible and intangible) used by them, located on their premises, or shown on the Unaudited 2007 Financials or acquired after the date thereof, other documents 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 the SECpast practice.

Company Reports; Financial Statements. (ia) The Company 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 or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 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, in each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished furnished, complied as to form or, if not yet filed or furnished, will comply as to form, in all material respects with the applicable requirements of the Securities 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 Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any of the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SECSEC as a registrant.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, schedules, certifications, reports and documents required to be filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 2016 (the “Applicable Date”) (the forms, statements, schedules, certifications, 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, in each case as amendedincluding 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 Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (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 Reports filed with or furnished to the 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. There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect The Company has made available to any Parent true, correct and complete unredacted copies of the Company Reports. To the Knowledge of the Company, none of all documents filed as exhibits to the Company Reports is subject to a request to the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None staff of the Company’s Subsidiaries SEC for confidential treatment or for which the 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 is required to file any forms, reports, registrations, statements currently pending or other documents with that has otherwise not been acted upon by staff of the SEC.

Company Reports; Financial Statements. (ia) The Company has furnished or filed or furnishedall registration statements, as applicablereports, on a timely basisschedules, all forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by it the Company with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2017 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since January 1, 2014 (such documents, together will all exhibits, financial statements, including the Applicable Date Company Financial Statements, and those filed with or furnished schedules and amendments thereto and all information incorporated therein by reference, being collectively referred to the SEC subsequent to the date of this Agreement, in each case as amended, the “Company Reports”). Each of the Company Reports, Report (i) at the time of its filing furnished or being furnished filed, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (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 Reports filed with or furnished to the 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 in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. There The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC and the Company and any of the Company Subsidiaries occurring since January 1, 2014 and prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding comments received by the Company from, or unresolved comments in comment letters from issues raised by the SEC or with the Staff Company, with respect to any of the Company Reports. To , and to the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries 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, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case 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). Except as disclosed in the Company Reports, there are no unconsolidated Subsidiaries of the Company or any forms, reports, registrations, statements or other documents with off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.

Company Reports; Financial Statements. Except as disclosed in Schedule 2.4.4.1 hereto, since January 1, 2013 (i) The the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports reports, statements and documents required to be filed or furnished by it with or to the U.S. United States Securities and Exchange Commission (the “SEC”) pursuant to the Act and the Securities Exchange Act or the Securities Act of 1933, as amended (the “Securities Exchange Act”) since December 31, 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 AgreementDate, in each case as amendedincluding any amendments thereto, the “Company SEC Reports”). Each of the Company SEC Reports, at the time of its filing or being furnished complied (or, if not yet filed or furnishedamended, will comply as of the time of such amendment), complied as to form in all material respects with the applicable requirements of the Securities 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 Reports SEC Report filed with or furnished pursuant to the SEC 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. There are no outstanding misleading and (y) each Company SEC Report filed pursuant to the Securities Act did not contain any untrue statement of a material fact or unresolved comments in comment letters from the SEC or the Staff with respect omit to state any of the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is material fact required to file any forms, reports, registrations, be stated therein or necessary to make the statements or other documents with the SECtherein not misleading.