Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company has timely filed with, or furnished to, as applicable, the Securities and Exchange Commission (the “SEC”) all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company with the SEC since December 31, 2014 (collectively, including any such documents filed subsequent to the date hereof and as amended, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each Company Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (B) no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this Agreement, the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

Company Reports; Financial Statements. (ia) The Company has timely filed with, or furnished tofurnished, as applicable, the Securities and Exchange Commission (the “SEC”) all registration statements, prospectuseseach form, proxy statementsstatement, reportscertification, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act report and other documents (including exhibits and all other information incorporated by reference) document required to be filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act since December 31July 1, 2014 2009 (collectivelythe “Applicable Date”) (together with all exhibits and schedules thereto and all information incorporated therein by reference, and including any such documents filed subsequent to the date hereof and as amendedamendments or supplements thereto, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) trueAs of their respective dates, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each each of the Company Reports is accurate and complete, and complies complied as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each Company Report complied in all material respects with the applicable requirements of the Securities Act or 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 hereof, as of the case may bedate of such amendment, taking into the account the content of the amendment); and (B) no , the Company Report contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this Agreement, the term “file” The Company has made available to Parent correct and variations thereof, when used in reference to complete copies of all material correspondence between the SEC, shall be broadly construed to include on the one hand, and the Company and any manner in which a document or information is furnishedof its Subsidiaries, supplied or otherwise made available on the other hand, occurring since the Applicable Date and prior to the SECdate hereof (other than those that are publicly available). Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company Reports. Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, 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.

Company Reports; Financial Statements. (i) The Since January 1, 2011 (the “Applicable Date”), the Company has timely filed with, or furnished tofurnished, as applicable, the Securities and Exchange Commission on a timely basis (the “SEC”taking into account all applicable grace periods) all registration statementsforms, prospectuses, proxy statementscertifications, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (statements and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company it with the SEC since December 31pursuant to the Securities Act and the Exchange Act (such forms, 2014 (collectivelycertifications, including any such reports, statements and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof and as amended, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on including any amendments thereto, the date “Company SEC Reports”). Each of such filing): the Company SEC Reports (A) each Company Report including any financial statements or other schedules included therein), 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 or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 Agreement, as of the case may bedate of such amendment); , the Company SEC Reports did not, and (B) no any Company Report contained SEC 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 omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this AgreementNotwithstanding the foregoing, the term “file” and variations thereofCompany makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied in writing by or on behalf of Parent, when used Merger Sub, or any of their respective Affiliates specifically for inclusion or incorporation by reference in reference the Proxy Statement or any Offer Document. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECCompany SEC Reports.

Company Reports; Financial Statements. (ia) The Company has timely filed with, or furnished tofurnished, as applicable, the Securities and Exchange Commission (the “SEC”) on a timely basis, all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (certifications, reports and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company it with the SEC since December 31pursuant to the Exchange Act or the Securities Act from January 1, 2014 2011 (collectivelythe “Applicable Date”) (the forms, including any such statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished on or subsequent to the date hereof and as amendedhereof, including any supplements, modifications or amendments thereto made prior to the date hereof, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and completeReports, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of at the time it was filed of its filing or being furnished, or, if supplemented, modified or amended by a subsequent filing with the SEC (or, if amended or superseded by a since the time of filing but prior to the date hereof, as of this Agreement, then on the date of the most recent such filing): (A) each Company Report supplement, modification or amendment, complied in all material respects with the applicable requirements of the Securities Act or 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, including any applicable accounting requirements. As of their respective dates (or, if supplemented, modified or amended prior to the date hereof, as of the case may bedate of such supplement, modification or amendment); and (B) no , the Company Report contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this Agreementof the date hereof, none of the term “file” and variations thereof, when used in reference Subsidiaries of the Company is subject to the SECreporting requirements of Section 13(a) or 15(d) under the Exchange Act. As of the date hereof, shall be broadly construed there are no material outstanding or unresolved comments received from the SEC or the staff of the SEC with respect to include any manner in which a document or information is furnished, supplied or otherwise made available to of the SECCompany Reports.

Company Reports; Financial Statements. (i) The Company has timely filed with, or furnished toall forms, as applicablestatements, certifications, reports and documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (the “SEC”) all registration statementspursuant to the Exchange Act or the Securities Act of 1933, prospectusesas amended, proxy statementsand the rules and regulations promulgated thereunder (the “Securities Act”) since December 31, reports, schedules, 2011 (the “Applicable Date”) (the forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (reports and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by since the Company with Applicable Date and prior to the SEC since December 31, 2014 (collectivelydate hereof, including any such documents filed subsequent to the date hereof and as amendedamendments thereto, the “Company Reports”). The Company has made available to Parent (to Each of the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well of its respective date, or if amended, as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each Company Report amendment, complied as to form in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, and with the Exchange Act (and the rules and regulations promulgated thereunder, as the case may be); and (B) no , each as in effect on the date so filed. As of its filing date, none of the Company Report Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. As used in this Agreementof the date hereof, there are no material outstanding or unresolved comments received by the term “file” and variations thereof, when used in reference Company from the SEC with respect to any of the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECCompany Reports.

Company Reports; Financial Statements. (i) The Company has timely filed with, or furnished tofurnished, as applicable, the Securities and Exchange Commission (the “SEC”) on a timely basis, all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (certifications, reports and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company it with the SEC pursuant to the Exchange Act or the Securities Act since December 31January 1, 2014 2016 (collectivelythe “Applicable Date”) (the forms, including any such statements, certifications, reports and documents filed or furnished by the Company since the Applicable Date and those filed or furnished by the Company subsequent to the date hereof and as amendedhereof, including any amendments thereto, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and completeReports, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of at the time it was filed with the SEC (of its filing or being furnished, complied or, if amended not yet filed or superseded by a filing prior to the date of this Agreementfurnished, then on the date of such filing): (A) each Company Report complied will comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and 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 the date hereof, as of the case may beTable of Contents date of such amendment); , the Company Reports did not, and (B) no any Company Report contained Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used Except as would not, individually or in this Agreementthe aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the term “file” date hereof, (A) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff, (B) the Company has not received notice from the SEC that any of the Company Reports is subject to ongoing review, outstanding comment or outstanding investigation by the SEC and variations thereof, when used in reference (C) none of the Subsidiaries of the Company is subject to the SEC, shall be broadly construed to include any manner in which a document reporting requirements of Section 13(a) or information is furnished, supplied or otherwise made available to 15(d) of the SECExchange Act.

Company Reports; Financial Statements. (ia) The Company has timely made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 2004 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2004, and (ii) the Company's Quarterly Reports on Form 10-Q for the period ended March 31, 2005, each in the form (including exhibits, annexes and any amendments thereto) filed with, or furnished to, as applicable, with the Securities and Exchange Commission (the “"SEC”) "). The Company has filed and furnished all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (reports and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since December 31January 1, 2014 2004 (collectivelythe forms, including any such statements, reports and documents filed subsequent to the date hereof and as amendedsince January 1, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct2004, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was those filed with the SEC (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on and as amended prior to the date of such filing): (A) each hereof, the "COMPANY REPORTS"). The Company Report complied Reports were prepared in all material respects in accordance with the applicable requirements of the Securities Act or of 1933, as amended, including the rules and regulations promulgated thereunder (the "SECURITIES ACT"), the Exchange Act and complied in all material respects with the then applicable accounting standards. As of their respective dates (and, if amended prior to the date hereof, as of the case may bedate of such amendment); , the Company Reports did not, and (B) no any Company Report contained Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this Agreement, There are no outstanding comment letters or requests for information from the term “file” and variations thereof, when used in reference SEC with respect to any Company Report that have been received by the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECCompany.

Company Reports; Financial Statements. (ia) The Company has timely filed withSince January 1, or furnished to, as applicable, the Securities and Exchange Commission 2010 (the “SECApplicable Date”) ), the Company has filed all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification certifications, reports and documents required by: (A) Rule 13a-14 or Rule 15d-14 to be filed by it with the SEC under the Exchange Act or the Securities Act (the forms, statements, reports and Section 302 of documents filed since the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company with the SEC since December 31, 2014 (collectivelyApplicable Date, including any such documents filed subsequent to the date hereof and as amended, amendments or supplements thereto the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, each of this Agreement, then on the date of such filing): (A) each Company Report Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be); , and (B) no any rules and regulations promulgated thereunder applicable to the Company Report contained Reports. As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2010 relating to the Company Reports, together with all written responses of the Company thereto sent to the SEC. As used in of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received by the term “file” and variations thereof, when used in reference to Company from the SEC. To the Knowledge of the Company, shall be broadly construed none of the Company Reports is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is required to include file any manner in which a document forms, reports or information is furnished, supplied or otherwise made available to other documents with the SEC.

Company Reports; Financial Statements. (ia) The Company has timely filed withSince May 31, or furnished to, as applicable, the Securities and Exchange Commission 2010 (the “SECApplicable Date”) ), the Company has filed all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification certifications, reports and documents required by: (A) Rule 13a-14 or Rule 15d-14 to be filed by it with the SEC under the Exchange Act or the Securities Act (the forms, statements, reports and Section 302 of documents filed since the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company with the SEC since December 31, 2014 (collectivelyApplicable Date, including any such documents filed subsequent to the date hereof and as amended, amendments or supplements thereto the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, each of this Agreement, then on the date of such filing): (A) each Company Report Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be); , and (B) no any rules and regulations promulgated thereunder applicable to the Company Report contained Reports. As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this Agreement, the term “file” and variations thereof, when used in reference except to the SEC, shall be broadly construed to include any manner extent that the information in which such Company Report has been amended or superseded by a document or information is furnished, supplied or otherwise made available later Company Report filed prior to the SECdate hereof. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review or outstanding SEC investigation. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not available on XXXXX. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act.

Company Reports; Financial Statements. (ia) The Since July 1, 2009, the Company has timely filed with, or furnished tofurnished, as applicable, the Securities and Exchange Commission (the “SEC”) on a timely basis all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (certifications, reports and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under Applicable Securities Laws (the Company with the SEC since December 31forms, 2014 (collectivelystatements, including any such certifications, reports and documents filed or furnished since July 1, 2009 and those filed or furnished subsequent to the date hereof and as amendedhereof, including any amendments thereto, the “Company Reports”). The Company has made available to Parent (to the extent not available on XXXXX) true, correct, and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since December 31, 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company, is required to file any documents with the SEC. As of be filed or furnished under Applicable Securities Laws, at the time it was filed with the SEC (of its filing or being furnished complied or, if amended not yet filed or superseded by a filing prior to the date of this Agreementfurnished, then on the date of such filing): (A) each Company Report complied will comply, in all material respects with the applicable requirements Applicable Securities Laws. As of their respective dates (or, if amended, as of the Securities Act date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished subsequent to the Exchange Act (as the case may be); and (B) no Company Report contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As used in this AgreementAll of the Company Reports required to be filed or furnished under Applicable Securities Laws are, or if not yet filed or furnished will be, publicly available on SEDAR or EXXXX to the term “file” and variations thereofextent required by Applicable Securities Laws. The Company has not filed any confidential material change report that at the date hereof remains confidential or, when used in reference to other than confidential treatment requests filed with the SEC for which a confidentiality order has been granted by the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECother confidentiality filings under any Applicable Securities Laws.