Common use of Company SEC Documents and Financial Statements Clause in Contracts

Company SEC Documents and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC") all forms, reports, schedules, statements, exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC Documents"). As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Since September 2, 2000, the Company has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits exhibits, and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document fully complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplementeffective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements"”) (i) have been prepared from, are in accordance with and accurately reflect in all material respects the books and records of the Company and its consolidated Subsidiaries, (ii) fully comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company and each of the Company Subsidiaries has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including September 30, 1997 2002, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply Subsidiaries in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Since ---------------------------------------------- July 14, 1999, the Company has filed with the Securities and Exchange Commission (the "SEC") all required forms, reports, schedules, registration statements, exhibits information statements and other documents with the SEC required to be filed by it since December 31, 1997 under pursuant to the Exchange Act or federal securities laws and the Securities Act of 1933, as amended (the "Securities Act") SEC rules and regulations thereunder (collectively, the "Company SEC Documents"). As , all of its which have complied as of their respective filing date ordates in all material respects with all applicable requirements of the Securities Act, if amendedand the Exchange Act, and the rules promulgated thereunder in effect as of the date of filing. None of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of Documents required by the Exchange Act or at the time filed, nor any of the Company SEC Documents required by the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, Act as of the date of the last such amendmenttheir effectiveness, each Company SEC Document filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each , except to the extent that information contained in any Company SEC Document that is has been revised or superseded by a registration statement, as amended or supplemented, if applicable, later-filed pursuant Company SEC Document filed and publicly available prior to the Securities Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim The financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Actthereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times dates thereof and the consolidated results of their operations, retained earnings, changes in financial position and cash flows for the periods referred then ended (subject, in the case of unaudited statements, to thereinnormal year-end audit adjustments). Except for (a) liabilities incurred in the ordinary course of business since January 29, 2000, (b) liabilities accrued or reserved against in the Company SEC Documents, or (c) liabilities disclosed herein or in the Company Disclosure Schedule, the Company does not have any liabilities (whether, direct, indirect, accrued or contingent), except for such liabilities, individually or in the aggregate, that would not have a Company Material Adverse Effect.

Company SEC Documents and Financial Statements. The ---------------------------------------------- Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December 31June 30, 1997 1999 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") -------------- (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of its filing date ortheir respective dates, or if --------------------- amended, as of the date of the last such amendment, each the Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act Documents (a) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have -------------------- been prepared from, are in accordance with with, and accurately reflect in all material respects the books and records of the Company and its consolidated SubsidiariesSubsidiaries as of the times and for the periods referred to therein, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect during the periods involved, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-year- end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has timely filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all registration statements, prospectuses, forms, reports, proxy statements, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2008 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, including exhibits and other information incorporated therein as they have been amended, supplemented or modified since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing the date hereof, the Company has not received any written or, if amendedto the Company’s knowledge, oral notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and 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 SEC Documents. To the knowledge of the Company, as of the date of the last such amendmentthis Agreement, each Company there are no SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a inquiries or investigations, other governmental inquiries or investigations or material fact internal investigations pending or omit to state any material fact necessary in order to make the statements made thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECCompany. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents and with the related notes and schedules thereto (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Significant Subsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) and ), (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, and changes in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) stockholders’ equity of the Company and its consolidated Company Subsidiaries as of the times dates and for the periods referred to thereintherein and (iv) complied as to form, as of their respective filing dates with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Company SEC Documents and Financial Statements. The (a) Since January 1, 2005, the Company has timely filed with or furnished to the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits exhibits, and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC Documents"). As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, all of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Company Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2012 under the Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date ordates and except to the extent corrected by a subsequent Company SEC Document, if amendedthe Company SEC Documents (i) did 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading in any material respect and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendmentthis Agreement, each no Company SEC Document filed pursuant Subsidiary is separately subject to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting periodic reporting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2004, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of its their respective filing date dates (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, on the last date of such amendment, each amended or superseded filing) the Company SEC Document Documents (i) did not (or with respect to Company SEC Documents filed after the date 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "Financial Statements") ), (iA) have been prepared from(or, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto SEC Reports filed after the date of this Agreement and prior to the Control Time, (iiiwill be) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivB) fairly present in all material respects (or, with respect to SEC Reports filed after the date of this Agreement and prior to the Control Time, will fairly present in all material respects) the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2007, under the Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Xxxxxxxx-Xxxxx Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports reports, schedules, statements or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) ), and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The (a) Since August 1, 2003, the Company has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, registration statements, exhibits definitive proxy statements, exhibits, and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). As of its filing date or, if amendedamended or supplemented prior to the date of this Agreement, as of the date of the last such amendmentamendment or supplement, each Company SEC Document fully complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderthereunder applicable to such Company SEC Document. As of its filing date or, if amendedamended or supplemented prior to the date of this Agreement, as of the date of the last such amendmentamendment or supplement, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 or supplement became effective and as of the date of any such supplementeffective, did 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 therein made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to the Exchange Act. All of the audited financial consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income and unaudited shareholders’ equity and consolidated interim financial statements of cash flows (including, in each case, any related notes and schedules thereto) of the Company included in the Company SEC Documents (collectively, the "“Financial Statements"”) (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all forms, reportsdocuments, statements, schedules, reports, registration statements, exhibits prospectuses and other documents required to be filed or furnished (as applicable) by it since December 31and including January 1, 1997 2021 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 19332002, the “SOX Act”) (such documents, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of its their respective filing date ordates, if amended, as of the Company SEC Documents did not (or with respect to the Company SEC Documents filed after 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 last statements therein, in light of the circumstances under which they were made, not misleading (except to the extent such amendment, each statements have been modified or superseded by later Company SEC Document Documents filed or furnished (as applicable) by the Company prior to the date of this Agreement) and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the SOX Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendmentthis Agreement, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, there are in accordance no outstanding or unresolved comments from the SEC with and accurately reflect the books and records of the respect to any Company and its consolidated SubsidiariesSEC Document, (ii) comply in all material respects with to the applicable accounting requirements and with the published rules and regulations Knowledge of the Company, no Company SEC with respect thereto, Document is the subject of ongoing SEC review and (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during to the periods involved (except as may be indicated therein or in the notes thereto and except, in the case Knowledge of the unaudited interim statementsCompany, as may be permitted under Form 10-Q of there are no internal investigations, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened with respect to the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereinCompany.

Company SEC Documents and Financial Statements. The Since March 21, 2006, the Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed or furnished (as applicable) with the SEC, including those documents required to be filed by it since December 31, 1997 or furnished (as applicable) under the Exchange Act or Act, the Securities Act of 1933, as amended (the "“Securities Act"”) or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the "“Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of its their respective filing date or, dates (or if amendedamended subsequent to filing, as of the date of their last amendment filed prior to the last such amendmentdate of this Agreement) and, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedany proxy statement, as of the date mailed to shareholders and the date of the last such amendmentmeeting, each the Company SEC Document filed pursuant to the Exchange Act Documents: (i) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, ; and (ii) complied as amended to form in all material respects with the applicable requirements of the Exchange Act or supplemented, if applicable, filed pursuant to the Securities Act, as the case may be and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC thereunder. All of the audited consolidated financial statements (including all related notes and unaudited consolidated interim financial statements schedules) of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”): (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiA) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, as may be permitted under by the SEC on Form 10-Q of or any successor form under the Exchange Act) ); and (ivB) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein consistent with the books and records of the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or material modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2008 under the Exchange Act or the Securities Act of 1933, as amended (together with the "rules and regulations promulgated thereunder, the “Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each not misleading and (b) complied (or with respect to Company SEC Document complied Documents filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) ), and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC.

Company SEC Documents and Financial Statements. The (a) Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document fully complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements"”) filed prior to the date of this Agreement (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The (a) Since January 1, 2005, the Company has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents (including all exhibits and other information incorporated therein and amendments and supplements thereto) required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None As of the dates on which they were filed or amended in the Company Subsidiaries is required SEC Documents filed prior to file any formsthe date of this Agreement, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the such Company SEC Documents (collectively, the "“Financial Statements"”) (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been were prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present presented in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Since July 14, 1999, the Company has filed with the Securities and Exchange Commission (the "SEC") all required forms, reports, schedules, registration statements, exhibits information statements and other documents with the SEC required to be filed by it since December 31, 1997 under pursuant to the Exchange Act or federal securities laws and the Securities Act of 1933, as amended (the "Securities Act") SEC rules and regulations thereunder (collectively, the "Company SEC Documents"). As , all of its which have complied as of their respective filing date ordates in all material respects with all applicable requirements of the Securities Act, if amendedand the Exchange Act, and the rules promulgated thereunder in effect as of the date of filing. None of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of Documents required by the Exchange Act or at the time filed, nor any of the Company SEC Documents required by the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, Act as of the date of the last such amendmenttheir effectiveness, each Company SEC Document filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each , except to the extent that information contained in any Company SEC Document that is has been revised or superseded by a registration statement, as amended or supplemented, if applicable, later-filed pursuant Company SEC Document filed and publicly available prior to the Securities Act, as of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim The financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form l0-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Actthereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times dates thereof and the consolidated results of their operations, retained earnings, changes in financial position and cash flows for the periods referred then ended (subject, in the case of unaudited statements, to thereinnormal year-end audit adjustments). Except for (a) liabilities incurred in the ordinary course of business since January 29, 2000, (b) liabilities accrued or reserved against in the Company SEC Documents, or (c) liabilities disclosed herein or in the Company Disclosure Schedule, the Company does not have any liabilities (whether, direct, indirect, accrued or contingent), except for such liabilities, individually or in the aggregate, that would not have a Company Material Adverse Effect.

Company SEC Documents and Financial Statements. (a) The Company has filed in a timely manner with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since and including December 31, 1997 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). Except as set forth in Section 3.6(a) of the Company Disclosure Schedule, no Company Subsidiary was required to, or did, make any filing with the SEC during such period. As of its filing date ortheir respective dates the Company SEC Documents (a) did 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, if amended, as in light of the date circumstances under which they were made, not misleading and (b)(i) complied in all material respects with the applicable requirements of the last such amendment, each Company SEC Document Xxxxxxxx-Xxxxx Act and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, the "“Financial Statements") ”), (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim statements, as may be permitted under by Form 10-Q of the Exchange ActSEC) and (ivii) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein (subject, in the case of unaudited statements, to normal or recurring year-end adjustments which will not be material in amount).

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”), since December 31, 2007. As of its filing date ortheir respective dates, if amendedthe Company SEC Documents (i) did 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All As of the date hereof, the Company does not have any unresolved comments from the SEC with respect to the Company SEC Documents. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, together with all notes and schedules thereto, the "“Financial Statements") (i) have been prepared from”), are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptsubject, in the case of the unaudited consolidated interim financial statements, as may be permitted under Form 10to normal year-Q end audit adjustments and the absence of the Exchange Actnotes not required by GAAP) and (iv) applicable SEC rules and regulations, and fairly present in all material respects in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein (subject, in the case of unaudited consolidated interim Financial Statements to normal year end adjustments).

Company SEC Documents and Financial Statements. The ---------------------------------------------- Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December 31March 28, 1997 1998 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC Documents"). --------------------- As of its filing date ortheir respective dates, or if amended, as of the date of the last such amendment, each the Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act Documents (a) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect from the books -------------------- and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ---- (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The (a) Since January 1, 2008, the Company has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). No Subsidiary of the Company is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied as to form in all material respects with the all applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements"”) filed prior to the date of this Agreement (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or expressly disclosed in the notes thereto and exceptthereto), in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments adjustments, in each case as permitted by GAAP and any other adjustments described therein which were not the applicable rules and are not expected, individually or in regulations promulgated by the aggregate, to be material in amountSEC) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. Other than as expressly disclosed in the Company SEC Documents filed prior to the date hereof, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP. The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects.

Company SEC Documents and Financial Statements. The Company and each of the Company Subsidiaries has filed or furnished (as applicable) on a timely basis with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statementscertifications, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2004, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date dates (or, if amendedsubsequently amended or supplemented, as at the time of such amendment or supplement) the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date 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 in order to make the statements made therein, in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any of the Company SEC Documents. To the knowledge of the Company, there is no ongoing SEC investigation or review with respect to the Company or any of the Company SEC Documents. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (iiB) comply have been or will be, as the case may be, prepared in compliance in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared thereto and in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis, all required forms, reports, schedules, statements, exhibits statements and other documents required to be filed by it since December 31and including January 1, 1997 2005, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with, or furnished by the Company to, the SEC, as have been amended since the time of their filing or being furnished, collectively, the "“Company SEC Documents"”). As of its filing date ortheir respective dates, if amended, as of the Company SEC Documents (i) did not (or with respect to the Company SEC Documents filed or furnished after the date of the last such amendmentthis Agreement, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each misleading and (ii) complied (or with respect to the Company SEC Document that is a registration statementDocuments filed or furnished after the date of this Agreement, as amended or supplementedwill comply) with the applicable requirements of the Exchange Act, if applicable, filed pursuant to the Securities Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the date SEC thereunder, except where the failure to comply with such registration statement requirements, rules or amendment became effective and as of regulations would not, individually or in the date of any such supplementaggregate, did not contain any untrue statement of reasonably be expected to have a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECMaterial Adverse Effect. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, for normal and exceptrecurring year-end adjustments that will not be material in amount or effect and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present or, in the case of the unaudited interim statementsCompany SEC Documents filed after the date of this Agreement, as may be permitted under Form 10-Q of the Exchange Act) and (iv) will fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated the Company Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, registration statements, exhibits prospectuses, proxy statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2009 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, including exhibits and other information incorporated therein as have been amended, supplemented or modified since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing the date of this Agreement, the Company has not received any written or, if amendedto the Company’s knowledge, oral notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and 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 SEC Documents. To the knowledge of the Company, as of the date of the last such amendmentthis Agreement, each Company there are no SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a inquiries or investigations, other government inquiries or investigations or material fact internal investigations pending or omit to state any material fact necessary in order to make the statements made thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECCompany. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Documents, including all related notes and schedules thereto (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Significant Subsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) and ), (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, and changes in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) stockholders’ equity of the Company and its consolidated the Company Subsidiaries as of the times and for the periods referred to thereintherein and (iv) complied as to form, as of their respective filing dates with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Company SEC Documents and Financial Statements. The ---------------------------------------------- Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December March 31, 1997 1999 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") -------------- (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of its filing date ortheir respective dates, or if --------------------- amended, as of the date of the last such amendment, each the Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act Documents (a) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared -------------------- from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and and, as to the SEC Documents, with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods ---- involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has timely and publicly filed with or furnished (as applicable) to the Securities SEC (and, to the extent required, made available in the Electronic Data Gathering, Analysis and Exchange Commission (the "SEC"Retrieval database) all forms, reports, schedules, statements, exhibits documents and other documents reports required to be filed or furnished by it since December 31, 1997 with the SEC under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) prior to the date of 1933this Agreement, as amended including any amendments or supplements thereto (the "Securities Act") (collectively, the "“Company SEC Documents"”). As , since January 1, 2021, each of which, in each case as of its respective filing date oror furnishing dates, if amendedand in the case of registration statements or proxy statements, as of the dates of effectiveness and the dates of mailing, respectively (or as of the date finally amended, supplemented or modified prior to the date of the last such amendmentthis Agreement), each Company SEC Document (i) complied as to form in all material respects with the applicable requirements of (A) the applicable listing and corporate governance rules and regulations of the NYSE and (B) the Securities Act, the Exchange Act or and the Securities Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, (ii) did 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 therein therein, in light of the circumstances under which they were made, not misleading; provided, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. None As of the date of this Agreement, none of the Company Subsidiaries is required are subject to file any formsthe periodic reporting requirements of the Exchange Act. The Company has made available to Parent true, reports or other documents with complete and correct copies of all material written correspondence between the SEC, on the one hand, and the Company, on the other hand, since January 1, 2021. All As of the audited financial statements and unaudited consolidated interim financial statements date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Company included in SEC staff with respect to the Company SEC Documents (collectivelyand, to the "Financial Statements") (i) have been prepared fromKnowledge of the Company, are in accordance with and accurately reflect the books and records none of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with SEC Documents is the applicable accounting requirements and with the published rules and regulations subject of the ongoing SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereinreview.

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since and including December 3116, 1997 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its filing date ortheir respective dates, or if amended, as of the date of the last such amendment, each the Company SEC Document Documents (a) did 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 under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, the "“Financial Statements") ” ), (i) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariessubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (subjectexcept, in the case of the unaudited interim financial statements, to for normal or recurring year-end adjustments and any other adjustments described therein which were not and are not expectednone of which, individually or in the aggregate, to would be material in amountmaterial) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2013 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "”Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing the date orof this Agreement, if amendedthe Company does not have any outstanding and unresolved comments from the SEC with respect to any Company SEC Documents and, to the knowledge of the Company, as of the date of the last such amendmentthis Agreement, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None none of the Company Subsidiaries SEC Documents is the subject of an ongoing SEC review. No Company Subsidiary is required to file any forms, reports or other documents with register its equity securities under the SECExchange Act. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Company Subsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) ), and (iviii) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its the consolidated Company Subsidiaries as of the times and for the periods referred to therein. The Company has made available to Parent complete and correct copies of all written correspondence in its possession between the SEC, on the one hand, and the Company, on the other hand, from January 1, 2014 to the date of this Agreement.

Company SEC Documents and Financial Statements. The Since March 9, 2006, the Company has timely filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed or furnished (as applicable) with the SEC, including those documents required to be filed by it since December 31, 1997 or furnished (as applicable) under the Exchange Act or Act, the Securities Act of 1933, as amended (the "“Securities Act"”), or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the "“Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of its their respective filing date or, dates (or if amendedamended subsequent to filing, as of the date of their last amendment filed prior to the last such amendmentdate of this Agreement) and, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedany proxy statement, as of the date mailed to shareholders and the date of the last such amendmentmeeting, each the Company SEC Document filed pursuant to the Exchange Act Documents: (i) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, ; and (ii) complied as amended to form in all material respects with the applicable requirements of the Exchange Act or supplemented, if applicable, filed pursuant to the Securities Act, as the case may be and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC thereunder. All of the audited consolidated financial statements (including all related notes and unaudited consolidated interim financial statements schedules) of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”): (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiA) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, as may be permitted under by the SEC on Form 10-Q of or any successor form under the Exchange Act) ); and (ivB) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein consistent with the books and records of the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

Company SEC Documents and Financial Statements. The Company has timely filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, registration statements, prospectuses and other documents (including exhibits and other documents information incorporated therein) required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2011 under the Exchange Act or the Securities Act of 1933(together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents, as have been amended (since the "Securities Act") (time of their filing, collectively, the "Company SEC Documents"). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of its their respective filing dates, the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (including, in each case, any notes or schedules thereto) (collectively, the "Company Financial Statements") ), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Company Subsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or Regulation S-X under the Exchange Act) , which such adjustments are not, in the aggregate, material to the Company), and (iv) fairly present comply or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations of the SEC thereunder and (iii) fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries, as of the respective dates thereof, and the consolidated results of operations their operations, and, where included, their consolidated stockholders' equity and their consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which were not and are not expectedmaterial in significance or amount)). No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company or to be filed by the Company with the SEC, and the Company has not entered into any transactions (and no transactions are probable), except for the Transactions, that, individually or in the aggregate, would require the Company to be file pro forma financial statements with the SEC. Except as required by GAAP and disclosed in the Company SEC Documents, since January 1, 2011, the Company has not made or adopted any material change in amount) its accounting methods, practices or policies. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company and its consolidated Subsidiaries as SEC Documents is, to the Knowledge of the times and for Company, the periods referred subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to thereinthe Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company.

Company SEC Documents and Financial Statements. The (a) Since January 1, 2011, the Company has timely filed with (or furnished to) the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by it since December 31, 1997 (or furnished) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). As of its filing (or furnishing) date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None As of the date of this Agreement, there are no amendments or modifications to the Company Subsidiaries is SEC Documents that are required to file any formsbe filed with (or furnished to) the SEC, reports but that have not yet been filed with (or other documents with furnished to) the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements"”) (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, ; (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) ); and (iviii) fairly present in all material respects the consolidated financial position and position, the consolidated stockholders’ equity, the results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents and Financial Statements. The ---------------------------------------------- Company has filed with the Securities and Exchange Commission (the "SEC") all --- forms, reports, schedules, statements, exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC -------------- ----------- Documents"). As of its filing date or, if amended, as of the date of the last --------- such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in -------------------- accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2007, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its filing date or, if amendedExcept as set forth in the Company Disclosure Documents, as of their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date 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 in order to make the statements made therein, in light of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, Except as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary set forth in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any formsDisclosure Documents, reports or other documents with the SEC. All all of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2011 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as the same have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act, the applicable rules and regulations of the SEC thereunder and the applicable rules and regulations of the SEC thereunder. As FINRA OTC Bulletin Board Market and the OTC QB Marketplace; provided that no representation is made with respect to information supplied by Parent, Purchaser or any affiliate of its filing date or, if amended, as of Parent or Purchaser in writing expressly for inclusion in the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingProxy Statement. Each Company SEC Document 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 and as of the date of any such supplementeffective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) ), and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and operations, cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) stockholders’ equity of the Company and its the consolidated Subsidiaries as of the times and for the periods referred to therein. The Company has made available to Parent true and complete copies of all comment letters from the SEC since January 1, 2011 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review.

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable), on a timely basis, with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, certifications, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2014 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 19332002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed or furnished by the Company with the SEC, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date ordates, if amendedthe Company SEC Documents (a) did 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited interim consolidated interim financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) (collectively, the "“Company Financial Statements") ”), (i) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (ii) comply complied as of their respective dates in all material respects with the then-applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) , which adjustments are not, in the aggregate, material to the Company), and (iv) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. Except for the Company Operating Partnership, no Company Subsidiary is required to file periodic reports with the SEC.

Company SEC Documents and Financial Statements. (a) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all required forms, reports, schedules, statements, exhibits statements and other documents required to be filed by it since December 31and including January 1, 1997 2005, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents that the Company has filed with or furnished to the SEC, as have been amended, collectively, the "“Company SEC Documents"”). As of its their respective filing date ordates, if amended, as of the Company SEC Documents (i) did not (or with respect to the Company SEC Documents filed after 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 last such amendmentstatements made therein, each Company SEC Document in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedexcept where the failure to comply with such requirements, as of rules or regulations would not, individually or in the date of the last such amendmentaggregate, each reasonably be expected to have a Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECMaterial Adverse Effect. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) ), and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December 31and including January 1, 1997 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its filing date ortheir respective dates, or if amended, as of the date of the last such amendment, each the Company SEC Document Documents (a) did 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 under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, the "“Financial Statements") ”), (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (ivii) fairly present in all material respects accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (subjectexcept, in the case of the unaudited interim financial statements, to for normal or recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Danisco, the Buyer or Eastman (or any affiliate of Danisco, the Buyer or Exxxxxx) in writing for inclusion or incorporation by reference in any Company SEC Documents.

Company SEC Documents and Financial Statements. (a) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all forms, reportsdocuments, statements, schedules, reports, registration statements, exhibits prospectuses and other documents required to be filed or furnished (as applicable) by it since December 31and including January 1, 1997 2015 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 19332002, the “SOX Act”) (such documents, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). To the Knowledge of the Company, ILPT has filed with or furnished to (as applicable) the SEC all forms, documents, statements, schedules, reports, registration statements, prospectuses and other documents required to be filed or furnished (as applicable) by it since and including January 11, 2018 under the Exchange Act or the SOX Act (such documents, as have been amended since the time of their filing, collectively, the “ILPT SEC Documents”). Other than ILPT, no subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act. As of its their respective filing date ordates, if amendedthe Company SEC Documents and, as to the Knowledge of the Company, the ILPT SEC Documents did not (or with respect to the Company SEC Documents filed after 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 last statements therein, in light of the circumstances under which they were made, not misleading (except to the extent such amendment, each statements have been modified or superseded by later Company SEC Document Documents filed or furnished (as applicable) by the Company prior to the date of this Agreement) and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the SOX Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of this Agreement, (i) there are no outstanding or unresolved comments from the last such amendment, each SEC with respect to any Company SEC Document filed pursuant or, to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Knowledge of the circumstances under which they were madeCompany, not misleading. Each Company any ILPT SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated SubsidiariesDocument, (ii) comply in all material respects with to the applicable accounting requirements and with the published rules and regulations Knowledge of the Company, no Company SEC with respect thereto, Document or ILPT SEC Document is the subject of ongoing SEC review and (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during to the periods involved (except as may be indicated therein or in the notes thereto and except, in the case Knowledge of the unaudited interim statementsCompany, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subjectthere are no internal investigations, in the case of the unaudited interim financial statements, SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened with respect to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereinor ILPT.

Company SEC Documents and Financial Statements. The Company has timely filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, registration statements, prospectuses and other documents (including exhibits and other documents information incorporated therein) required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2011 under the Exchange Act or the Securities Act of 1933(together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of its their respective filing dates, the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (including, in each case, any notes or schedules thereto) (collectively, the "“Company Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Company Subsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or Regulation S-X under the Exchange Act) , which such adjustments are not, in the aggregate, material to the Company), and (iv) fairly present comply or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations of the SEC thereunder and (iii) fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries, as of the respective dates thereof, and the consolidated results of operations their operations, and, where included, their consolidated stockholders’ equity and their consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which were not and are not expectedmaterial in significance or amount)). No financial statements of any Person other than the Company and the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company or to be filed by the Company with the SEC, and the Company has not entered into any transactions (and no transactions are probable), except for the Transactions, that, individually or in the aggregate, would require the Company to be file pro forma financial statements with the SEC. Except as required by GAAP and disclosed in the Company SEC Documents, since January 1, 2011, the Company has not made or adopted any material change in amount) its accounting methods, practices or policies. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company and its consolidated Subsidiaries as SEC Documents is, to the Knowledge of the times and for Company, the periods referred subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to thereinthe Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company.

Company SEC Documents and Financial Statements. The (a) Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amendedamended prior to the Memorandum Date, as of the date of the last such amendment, each Company SEC Document fully complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the Memorandum Date, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementMemorandum Date, did 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 therein made in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, filed prior to the "Financial Statements") Memorandum Date (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Since December 31, 2000, the Company has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits exhibits, and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC Documents"). As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document complied in all material respects as to form with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplementeffective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately fairly reflect the books and records of the Company and its consolidated SubsidiariesSubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and changes in stockholder's equity and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The (a) Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, since November 27, 2007, the Company has and from January 1, 2005 until November 27, 2007, Wheeling-Pittsburgh Corporation has timely filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "“Company SEC Documents"”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document fully complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, filed prior to the "Financial Statements") date of this Agreement (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amountadjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The ---------------------------------------------- Company has filed with the Securities and Exchange Commission (the "SEC") all --- forms, reports, schedules, statements, exhibits and other documents required to be filed by it since December 31, 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC -------------- ----------- Documents"). As of its filing date or, if amended, as of the date of the last --------- such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have -------------------- been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the ---- periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since and including December 3116, 1997 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")) (such xxxxxxxxx xxx any other documents xxxxx xx xxx Company with the SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of its filing date ortheir respective dates, or if amended, as of the date of the last such amendment, each the Company SEC Document Documents (a) did 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 under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingox xxx XXX xxxxeunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, the "Financial Statements") " ), (i) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariessubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (subjectexcept, in the case of the unaudited interim financial statements, to for normal or recurring year-end adjustments and any other adjustments described therein which were not and are not expectednone of which, individually or in the aggregate, to would be material in amountmaterial) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents.

Company SEC Documents and Financial Statements. The Company has filed or furnished (as applicable), on a timely basis, with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, certifications, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2011 under the Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed or furnished by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates, the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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 under which they were made, not misleading and (b) complied, or with respect to Company SEC Documents filed after the date hereof, will comply, as of the date of the last such amendmentcase may be, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) (collectively, the "“Financial Statements") ”), (i) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariesthe Significant Subsidiaries in all material respects, (ii) comply complied as of their respective dates in all material respects with the then-applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles of America ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, Form 8-K or any successor or like form under the Exchange Act) , which adjustments are not, in the aggregate, material to the Company), and (iv) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Significant Subsidiaries as of the times and for the periods referred to therein. No Company Subsidiary is required to file periodic reports with the SEC.

Company SEC Documents and Financial Statements. The (a) Except as set forth in Section 4.6 of the Company Disclosure Schedule, the Company has filed with or furnished to (as applicable) the Securities SEC, on a timely basis (and Exchange Commission the Company agrees that all Company SEC Documents (as defined below) to be filed after the "SEC") date of this Agreement shall be filed with the SEC on a timely basis), all required forms, reports, schedules, statements, exhibits statements and other documents required to be filed by it since December 31and including January 1, 1997 2010, under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 19332002 (the “Xxxxxxxx-Xxxxx Act”)) (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein and any other documents filed by the Company with the SEC, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date ordates, if amended, as of the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date of the last such amendmentthis Agreement, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 misleading and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply complied in all material respects with the applicable accounting requirements requirements, including form, of the Exchange Act and with the published Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. 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 on the other hand, occurring since January 1, 2010 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect theretoto any of the Company SEC Documents. As of the date hereof, (iii) have been prepared in accordance none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (respect to any Company SEC Documents, except as may be indicated therein disclosed in certifications filed with the Company SEC Documents, and the statements contained in such certifications are true and accurate. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers and directors, is in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present compliance in all material respects with (A) the consolidated financial position applicable provisions of the Xxxxxxxx-Xxxxx Act and the consolidated results rules and regulations promulgated thereunder and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (B) the applicable listing and corporate governance rules and regulations of operations and cash flows (subject, NASDAQ. Except as set forth in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) Section 4.6 of the Company Disclosure Schedule, from December 31, 2008 through the date of this Agreement, the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and its consolidated Subsidiaries as adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the times and for Public Company Accounting Oversight Board, as in effect on the periods referred to thereindate hereof.

Company SEC Documents and Financial Statements. The (a) Except as disclosed in Section 4.6(a) of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2005, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC, as amended since the time of their filing but prior to the date hereof, collectively, the "“Company SEC Documents"”). As of its their respective filing date or, if amended, dates (or as of the date of filing an amendment thereto, to the last such amendment, each extent any filing was amended) the Company SEC Document Documents (i) did 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 under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, thereunder (except as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary set forth and described in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None Section 4.6(a) of the Company Subsidiaries Disclosure Schedule, certain forms, reports, schedules, statements or other documents that were not filed in a timely manner). No Company Subsidiary is currently required to file or furnish any formsreport, reports schedule, form, statement or other documents with document with, or make any other filing with, or furnish any other material to, the SEC, nor has any Company Subsidiary been subject to any such reporting requirements since January 1, 2004. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply Subsidiaries in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, as may be permitted under Form 10for normal and recurring year-Q of the Exchange Actend adjustments) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries Subsidiaries, in each case, as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including August 1, 1997 2004, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The (a) Except as set forth in Section 4.6 of the Company Disclosure Schedule, the Company has filed with or furnished to (as applicable) the Securities SEC, on a timely basis (and Exchange Commission the Company agrees that all Company SEC Documents (as defined below) to be filed after the "SEC") date of this Agreement shall be filed with the SEC on a timely basis), all required forms, reports, schedules, statements, exhibits statements and other documents required to be filed by it since December 31and including January 1, 1997 2010, under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 19332002 (the “Xxxxxxxx-Xxxxx Act”)) (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein and any other documents filed by the Company with the SEC, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date ordates, if amended, as of the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date of the last such amendmentthis Agreement, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 misleading and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply complied in all material respects with the applicable accounting requirements requirements, including form, of the Exchange Act and with the published Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Securities Act, the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. 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 on the other hand, occurring since January 1, 2010 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect theretoto any of the Company SEC Documents. As of the date hereof, (iii) have been prepared in accordance none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (respect to any Company SEC Documents, except as may be indicated therein disclosed in certifications filed with the Company SEC Documents, and the statements contained in such certifications are true and accurate. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers and directors, is in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present compliance in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.with

Company SEC Documents and Financial Statements. The (a) Since January 1, 2011, the Company has timely filed with (or furnished to) the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by it since December 31, 1997 (or furnished) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Company SEC Documents"). As of its filing (or furnishing) date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did 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 under which they were made, not misleading. Each Company SEC Document 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 and as of prior to the date of any such supplementthis Agreement, did 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 therein made in light of the circumstances under which they were made, not misleading. None As of the date of this Agreement, there are no amendments or modifications to the Company Subsidiaries is SEC Documents that are required to file any formsbe filed with (or furnished to) the SEC, reports but that have not yet been filed with (or other documents with furnished to) the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, ; (iiiii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) ); and (iviii) fairly present in all material respects the consolidated financial position and position, the consolidated stockholders' equity, the results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2009 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its filing date or, if amended, their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents (a) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or 31344360_15 necessary in order to make the statements made therein, in light of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of To the Company’s Knowledge, there are no outstanding or unresolved comments in comment letters received from the SEC or its filing date orstaff. There has been no correspondence between the SEC and the Company since January 1, if amended2012. To the Company’s knowledge, as none of the date of the last such amendment, each Company SEC Document filed pursuant to Documents is the Exchange Act did not contain any untrue statement subject of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company ongoing SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingreview. None of the Company Subsidiaries is required subject to file any forms, reports the reporting requirements of Section 13(a) or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements"15(d) (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since December 31, 1997 under the Exchange Act or the and Securities Act (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC at least three (3) Business Days prior to the date of 1933this Agreement, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”), since January 1, 2009. As of its filing date ortheir respective dates, if amendedthe Company SEC Documents (i) did 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, SOXA, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All As of the date hereof, the Company does not have any unresolved comments from the SEC with respect to the Company SEC Documents. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, together with all notes and schedules thereto, the "“Financial Statements") (i) have been prepared from”), are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated therein or in the notes thereto and exceptsubject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as may be permitted under Form 10-Q a whole, and the absence of the Exchange Actnotes not required by GAAP) and (iv) applicable SEC rules and regulations, and fairly present in all material respects the consolidated financial position and the consolidated results of operations operations, statements of income, stockholders’ equity, and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein (subject, in the case of unaudited consolidated interim Financial Statements, to normal year-end adjustments that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole).

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including August 1, 1997 2004, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date orhereof, if amendedwill 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, as in light of the date of the last such amendmentcircumstances under which they were made, each Company SEC Document not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been or will be, as the case may be, prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it since and including December 3116, 1997 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of its filing date ortheir respective dates, or if amended, as of the date of the last such amendment, each the Company SEC Document Documents (a) did 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 under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Documents, as amended or supplemented prior to the date hereof (collectively, the "Financial Statements") ), (i) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiariessubsidiaries in all material respects, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iviii) fairly present in all material respects accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (subjectexcept, in the case of the unaudited interim financial statements, to for normal or recurring year-end adjustments and any other adjustments described therein which were not and are not expectednone of which, individually or in the aggregate, to would be material in amountmaterial) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. No representation is made with respect to any information provided by Purchaser or any affiliate or associate thereof in writing for inclusion or incorporation by reference in any Company SEC Documents.

Company SEC Documents and Financial Statements. (a) The Company has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC on a timely basis all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31, 1997 under and including the Exchange Act or the Securities Act of 1933Lookback Date pursuant to Applicable Law (such documents, as have been amended (since the "Securities Act") (time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date or, if amended, dates (and as of the date of any amendment), the last such amendment, each Company SEC Document complied in all material respects Documents (i) did not (or with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the respect to Company SEC thereunder. As of its filing date or, if amended, as of Documents filed after the date of the last such amendmenthereof, each Company SEC Document filed pursuant to the Exchange Act did not will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 misleading and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (collectively, the "Financial Statements") (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply complied in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and with the published Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries SEC Documents. To the Knowledge of the Company, as of the times date hereof, none of the Company SEC Documents is, and for since the periods referred Lookback Date have been, the subject of ongoing SEC review or outstanding SEC investigation. There has been no material correspondence between the SEC and the Company since the Lookback Date that is not set forth in the Company SEC Documents or that has not otherwise been made available to thereinParent prior to the date of this Agreement.

Company SEC Documents and Financial Statements. The (a) Except as disclosed in Section 4.6(a) of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2005, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company and each Company Subsidiary with the SEC, as amended since the time of their filing but prior to the date hereof, collectively, the "“Company SEC Documents"”). As of its their respective filing date or, if amended, dates (or as of the date of filing an amendment thereto, to the last such amendment, each extent any filing was amended) the Company SEC Document Documents (i) did 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 under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, thereunder (except as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary set forth and described in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None Section 4.6(a) of the Company Subsidiaries Disclosure Schedule, certain forms, reports, schedules, statements or other documents that were not filed in a timely manner). No Company Subsidiary is currently required to file or furnish any formsreport, reports schedule, form, statement or other documents with document with, or make any other filing with, or furnish any other material to, the SEC, nor has any Company Subsidiary been subject to any such reporting requirements since January 1, 2004. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been prepared from, are in accordance with with, and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply Subsidiaries in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, (iiiB) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, as may be permitted under Form 10for normal and recurring year-Q of the Exchange Actend adjustments) and (ivC) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries Subsidiaries, in each case, as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. (a) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed by it or furnished (as applicable) since December 31and including January 1, 1997 2006, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of its their respective filing date dates (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, on the last date of such amendment, each amended or superseded filing) the Company SEC Document Documents (i) did not (or with respect to Company SEC Documents filed after the date 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document 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 and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any of the Company SEC Documents. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (collectively, the "“Financial Statements") ”), (iA) have been prepared from(or, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto SEC Reports filed after the date of this Agreement and prior to the Effective Time, (iiiwill be) have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, for normal and recurring year-end adjustments as may be permitted under by the SEC on Form 10-Q of Q, 8-K or any successor or like form under the Exchange Act) and (ivB) fairly present in all material respects (or, with respect to SEC Reports filed after the date of this Agreement and prior to the Effective Time, will fairly present in all material respects) the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

Company SEC Documents and Financial Statements. The Since March 9, 2006, the Company has timely filed or furnished (as applicable) with the Securities and Exchange Commission (the "SEC") SEC all forms, reports, schedules, statements, exhibits statements and other documents required by it to be filed or furnished (as applicable) with the SEC, including those documents required to be filed by it since December 31, 1997 or furnished (as applicable) under the Exchange Act or Act, the Securities Act of 1933, as amended (the "“Securities Act"”), or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by the Company with the SEC, including those that the Company may file after the date hereof until the Closing, as amended since the time of their filing, collectively, the "“Company SEC Documents")”) and complete and correct copies of all such Company SEC Documents are available to Parent through public sources. As of its their respective filing date or, dates (or if amendedamended subsequent to filing, as of the date of their last amendment filed prior to the last such amendmentdate of this Agreement) and, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. As of its filing date or, if amendedany proxy statement, as of the date mailed to shareholders and the date of the last such amendmentmeeting, each the Company SEC Document filed pursuant to the Exchange Act Documents: (i) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, ; and (ii) complied as amended to form in all material respects with the applicable requirements of the Exchange Act or supplemented, if applicable, filed pursuant to the Securities Act, as the case may be and the applicable rules and regulations of the date such registration statement or amendment became effective and as of the date of any such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC thereunder. All of the audited consolidated financial statements (including all related notes and unaudited consolidated interim financial statements schedules) of the Company included in the Company SEC Documents (collectively, the "“Financial Statements") ”): (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iiiA) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and exceptor, in the case of the unaudited interim financial statements, as may be permitted under by the SEC on Form 10-Q of or any successor form under the Exchange Act) ); and (ivB) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein which were not and are not expected, individually or in the aggregate, to be material in amount) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to thereintherein consistent with the books and records of the Company and its Subsidiaries. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.