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

Company SEC Documents; Financial Statements. (i) The Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

Company SEC Documents; Financial Statements. Since January 1, 2021, the Company has timely filed with or otherwise furnished to (ias applicable) The Company the SEC, and each of its Subsidiaries has filed made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements certifications and documents and related exhibits and all other documents with the SEC information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and its Subsidiaries schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statementmisleading and (b) complied as to form in all material respects with all applicable requirements of Nasdaq, as amendedthe Exchange Act, if applicable, filed pursuant to the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to the any Company Filed SEC Documents. No enforcement action The Company has been initiated against complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company relating to disclosures contained and the consolidated Company Subsidiaries included in or omitted incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from any and are in accordance with the books, records and accounts of the Company Filed SEC Documentand the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2020, the Company and each of its Subsidiaries has timely filed with, or furnished to, the SEC all registration statements, forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 or furnished pursuant to the Company and its Subsidiaries since January 1, 2013 Exchange Act or the Securities Act of 1933 (the “Securities Act”) (the “Company SEC Documents”). As of their respective dates of filing, its filing or furnishing date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment or superseding filing (and, (A) in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each Company SEC Document has complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. As of its filing date or, and (B) none if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, was filed pursuant to in accordance with the Securities Act, and, as of the date such registration statement or amendment became effective, 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 not misleading. There Notwithstanding anything to the contrary in this Section 3.5, none of the representation and warranties contained in this Section 3.5 are no outstanding comments frommade with respect to the Proxy Statement, or unresolved issues raised bywhich instead are contained in Section 3.28. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the staff applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the shareholders’ equity, the comprehensive income and the cash flows of the Company and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to the Company Filed SEC Documentsabsence of footnotes and to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No enforcement action has been initiated against Company Subsidiary is required to file or furnish any form, report or other document with the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentSEC.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2020, the Company and each of its Subsidiaries has timely filed with, or furnished to, the SEC all registration statements, forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed or furnished pursuant to the requirements of the Securities Act, their respective effective dates, Exchange Act or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document filed (including by incorporation by reference) after January 1, 2020 available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), or each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. As of its filing date or, and (B) none if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, was filed pursuant to in accordance with the Securities Act, and, as of the date such registration statement or amendment became effective, 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 not misleading. There As of the date of this Agreement, no amendments or modifications to the Company SEC Documents are no outstanding comments fromrequired to be filed with, or unresolved issues raised byfurnished to, the staff SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the shareholders’ equity, the results of operations and the cash flows of the Company Filed SEC Documentsand its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (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, none of which, individually or in the aggregate, will be material). No enforcement action has been initiated against Company Subsidiary is required to file or furnish any form, report or other document with the SEC. Section 3.5(a) of the Company relating to disclosures contained in Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or omitted from any Company Filed SEC DocumentForm S-8 or otherwise relying on Rule 415 promulgated under the Securities Act.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2019, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein therein, in light of the circumstances under which they were made, not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, as may be permitted under Form 10-Q of the Exchange Act); and (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries as of the Company relating times and for the periods referred to disclosures contained therein (except as may be indicated in or omitted from any Company Filed SEC Documentthe notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2015, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates its filing (or furnishing) date and, if amended prior to the date of filingthis Agreement, oras of the date of each such amendment, in the case of each Company SEC Documents that are registration statements filed pursuant to Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, their respective effective dates, as the case may be. As of its filing date (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the date time of such later filingfiling or amendment), (A) each Company SEC Document complied as filed pursuant to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. The audited balance sheets and statements of capitalization of the Company as of December 31, 2017 and 2016 and the related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively, the “Company Financial Statements”) (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated 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 (ii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company as of the times and for the periods referred to therein (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). There are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC staff with respect to any of the Company Filed SEC Documents. No enforcement action has been initiated against , and, to the Knowledge of Seller, none of the Company relating SEC Documents is subject to disclosures contained in or omitted from any Company Filed an active SEC Documentreview.

Company SEC Documents; Financial Statements. (ia) The Since October 31, 2010, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished prior to the date of this Agreement by the Company with the SEC (the forms, documents, and its Subsidiaries reports filed with the SEC, including any amendments thereto since January 1the date of their filing, 2013 (the “Company SEC Documents”). As of their respective dates filing dates, or, if amended or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of except with regard to the Company SEC Documents financial statements contained 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, which are addressed in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveSection 4.7(b), 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 made therein therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, 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 the purposes of complying with Regulation FD promulgated under the Exchange Act. There The Company has made available to Parent copies of all comment letters received by the Company from the SEC since October 31, 2010 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, (i) there are no outstanding or unresolved comments fromin such comment letters received by the Company from the SEC and (ii) none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or unresolved issues raised bysince October 31, the staff of 2010 has been, required to file periodic reports with the SEC with respect pursuant to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. As of their respective filing dates, (i) The Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents the Company's filings with the SEC required to be United States Securities and Exchange Commission (the "SEC") on Form 10-K dated October 25, 1999 for the year ended July 31, 1999 (including any Exhibits thereto) and the Reports on Form 10-Q for the quarters ended October 31, 1999, January 31, 2000 and April 30, 2000 (including any Exhibits thereto) or the proxy statement dated October 15, 1999, in each case in the form filed by the Company and its Subsidiaries since January 1, 2013 with the SEC (the “"Company SEC Documents”). As of their respective dates of filing") complied, or, in the case of Company SEC Documents that are registration statements and all similar documents filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to from the date of this AgreementAgreement to the Closing Date will comply, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Company SEC Documents and (Bii) none of the Company SEC Documents contained contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements of the Company (including the related notes) included or incorporated by reference in the Company SEC Document that is a registration statement, as amended, if applicable, Documents (including any similar documents filed pursuant to the Securities Act, as of after the date such registration statement or amendment became effective, did not contain any untrue statement of a this Agreement) comply as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with applicable accounting requirements and the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with generally accepted accounting principles (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 in the notes thereto) and fairly present the consolidated financial position of the Company Filed and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Company SEC Documents. No enforcement action has been initiated against , neither the Company relating nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to disclosures contained be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in or omitted from any Company Filed SEC Documentthe notes thereto.

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2010, the Company and each of its Subsidiaries has filed with the SEC all reports, schedules, material forms, statements schedules and other documents with the SEC and reports required to be filed or furnished prior to the date hereof by it with the Company SEC (such forms, schedules and its Subsidiaries since January 1other documents and reports and including any amendments thereto filed prior to the date hereof, 2013 (the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to To the Securities Actknowledge of the Company, as of the date such registration statement hereof, none of the Company SEC Documents is the subject of ongoing SEC review or amendment became effective, 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 made therein not misleading. There outstanding SEC investigation and there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Company Filed SEC Documents. No enforcement action There has been initiated against no material correspondence between the SEC and the Company relating to disclosures contained in or omitted from any Company Filed SEC Documentsince December 31, 2010 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database.

Company SEC Documents; Financial Statements. (i) The Company and each of its Subsidiaries has filed all required reports, schedulesproxy statements, forms, statements and other documents with the SEC required since December 31, 1993 and prior to be filed by the Company and its Subsidiaries since January 1, 2013 date of this Agreement (the “"Company SEC Documents”"). As of their respective dates of filingdates, or, in (i) the case of Company SEC Documents that are registration statements complied, and all similar documents filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this AgreementClosing Date will comply, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Company SEC Documents and (Bii) none of the Company SEC Documents contained contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the Company included in the Company SEC Document that is a registration statement, as amended, if applicable, Documents (including any similar documents filed pursuant to the Securities Act, as of after the date such registration statement or amendment became effective, did not contain any untrue statement of a this Agreement) comply as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with applicable accounting requirements and the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff published rules and regulations of the SEC with respect to thereto have been prepared in accordance with generally accepted accounting principles (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 in the notes thereto) and fairly present the consolidated financial position of the Company Filed and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 3.05 of the Company Disclosure Schedule and except as set forth in the Company SEC Documents. No enforcement action has been initiated against , and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the Company relating SEC Documents, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to disclosures contained be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or omitted from any Company Filed SEC Documentin the aggregate, would reasonably be expected to have a material adverse effect.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2013, the Company and each of its Subsidiaries has filed with or otherwise transmitted to the SEC all reportsmaterial forms, statements, schedules, forms, statements and reports or other documents with the SEC (including exhibits and all information incorporated by reference therein) required to be filed or furnished by the Company and its Subsidiaries since January 1, 2013 with or to the SEC (the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreementhereof, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed (or, if amended, prior to the date hereof, as of the date of the last such amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each No subsidiary of the Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant subject to the Securities Act, as periodic reporting requirements of the date such registration statement Exchange Act or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact is otherwise required to be stated therein file any forms, documents, statements, certifications or necessary to make reports with the statements made therein not misleadingSEC. There are no outstanding comments from, or unresolved issues raised bycomments in comment letters received from the SEC by the Company. As of the date hereof, to the staff knowledge of the Company, there are no outstanding or unresolved comments received from the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against , and to the knowledge of the Company, none of the Company relating to disclosures contained in SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or omitted from any Company Filed outstanding SEC Documentinvestigation.

Company SEC Documents; Financial Statements. (i) The Company and each of its Subsidiaries has filed all required reports, schedulesproxy statements, forms, statements and other documents documents, including any amendments thereto, with the SEC required since December 31, 1994 and prior to be filed by the Company and its Subsidiaries since January 1, 2013 date of this Agreement (the “"Company SEC Documents”"). As of their respective dates of filingdates, or, in (i) the case of Company SEC Documents that are registration statements complied, and all similar documents filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this AgreementClosing Date will comply, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Company SEC Documents and (Bii) none of the Company SEC Documents contained contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the Company included in the Company SEC Document that is a registration statement, as amended, if applicable, Documents (including any similar documents filed pursuant to the Securities Act, as of after the date such registration statement or amendment became effective, did not contain any untrue statement of a this Agreement): (i) comply as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with applicable accounting requirements and the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff published rules and regulations of the SEC with respect to thereto, (ii) have been prepared in accordance with generally accepted accounting principles (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 in the notes thereto and (iii) fairly present the consolidated financial position of the Company Filed SEC Documentsand its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No enforcement action has been initiated against Neither the Company relating nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to disclosures contained be set forth on a consolidated balance sheet or financial statement of the Company and its subsidiaries or in the notes thereto which have not been so noted or omitted from any Company Filed SEC Documentdisclosed to Parent.

Company SEC Documents; Financial Statements. (ia) The Since December 30, 2012, the Company and each of its Subsidiaries has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, forms, statements and other documents with the SEC (including exhibits and all other information incorporated therein) required to be filed with or furnished to (as applicable) by the Company with the SEC under applicable Laws prior to the Agreement Date (all such filed or furnished documents, together with all exhibits and its Subsidiaries since January 1schedules thereto and all information incorporated therein by reference, 2013 (the “Company SEC Documents”). As of their respective filing dates of filing, or(and, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements statements, as of the Securities Actdates of effectiveness), their respective effective datesor, or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then as of on the date of the last such later filingamendment or superseding filing prior to the Agreement Date, (A) each the Company SEC Document Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and including, in each case, the rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No current or former executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document that is a registration statementsince December 30, 2012, and such certifications were materially true and complete, and complied in all material respects as amended, if applicable, filed pursuant to the Securities Act, form and content with all applicable Laws as of the date made. The Company has made available to Parent or Purchaser true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company, on the other, since December 30, 2012, including all SEC comment letter and responses to such registration statement comment letters and responses to such comment letters by or amendment became effectiveon behalf of the Company. As of the Agreement 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC or NASDAQ with respect to the Company Filed SEC Documents. No enforcement action has been initiated against To the Knowledge of the Company, none of the Company relating to disclosures contained SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in or omitted from each case regarding any Company Filed SEC Documentaccounting practices of the Acquired Corporations.

Company SEC Documents; Financial Statements. (i) The Company and has timely filed each of its Subsidiaries has filed all reportsstatement, schedulesreport, forms, statements and other documents registration statement (with the SEC prospectus in the form required to be filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing required to be filed with the SEC by the Company and its Subsidiaries since between January 1, 2013 2007 and the date hereof, and, prior to the Effective Time, the Company will file any additional documents required to be filed with the SEC by the Company prior to the Effective Time (collectively, the “Company SEC Documents”). In addition, the Company has made available to Parent all exhibits to the Company SEC Documents filed prior to the date hereof that are (a) requested by Parent; and (b) not available in complete form through XXXXX (“Requested Company Confidential Exhibits”) and will promptly make available to Parent all Requested Company Confidential Exhibits to any additional Company SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Company SEC Documents have been so filed. As of their respective dates of filingfiling dates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document prior to the date hereof. There are no outstanding comments fromThe financial statements of the Company, or unresolved issues raised byincluding the notes thereto, included in the staff Company SEC Documents (the “Company Financial Statements”), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Company Financial Statements fairly present the financial condition, operating results and cash flow of the Company and its Subsidiaries at the dates and during the periods presented therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no change in the Company accounting policies except as described in the notes to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentFinancial Statements.

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2016, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated 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 (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries as of the Company relating times and for the periods referred to disclosures contained therein (except as may be indicated in or omitted from any Company Filed SEC Documentthe notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2017, the Company and each of its Subsidiaries has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, forms, statements and other documents with the SEC (including exhibits and all other information incorporated therein) required to be filed by with or furnished to (as applicable) the Company and its Subsidiaries since January 1SEC under applicable Laws (all such filed or furnished documents, 2013 (the “Company SEC Documents”). As of their respective filing dates of filing, or(and, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements statements, as of the Securities Actdates of effectiveness), their respective effective datesor, or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then as of on the date of the last such later filingamendment or superseding filing prior to the Agreement Date, (A) each the Company SEC Document Documents complied as to form (and any Company SEC Documents filed after the Agreement Date will comply) in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and including, in each case, the rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Company’s Subsidiaries is required to be stated therein file any forms, reports or necessary other documents with the SEC. The Company has made available to make Parent all comment letters received by the statements made therein not misleadingCompany from the SEC or the staff thereof since January 1, 2017, and all responses to such comment letters filed by or on behalf of the Company. There As of the Agreement Date, there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC or Nasdaq with respect to the Company Filed SEC Documents. No enforcement action The Company has made available to Parent true and complete copies of all amendments and modifications that have not been initiated against filed by the Company relating with the SEC to disclosures contained all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. To the Knowledge of the Company, (i) none of the Company SEC Documents is the subject of ongoing SEC review and (ii) there are no inquiries or omitted from investigations by the SEC or any Company Filed SEC Documentinternal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations.

Company SEC Documents; Financial Statements. (i) The Since January 1, 2010, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (i) did not at the time each such document was filed 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. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. Except for Sierra Pacific Power Company d/b/a NV Energy (“SPPC”) and Nevada Power Company d/b/a NV Energy (“NPC”), none of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised bycomments received from the SEC with respect to any of the reports filed by the Company with the SEC. Since January 1, 2010, the staff Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company Filed and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries, in the Company Financial Statements or the Company SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

Company SEC Documents; Financial Statements. (ia) The Since September 30, 2015, each of the Company and each of its Subsidiaries the Applicable Company Subsidiary has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company and the Applicable Company Subsidiary included in the Company SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated 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 (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries or the Applicable Company relating Subsidiary and its consolidated Subsidiaries, as applicable, as of the times and for the periods referred to disclosures contained therein (except as may be indicated in or omitted from any Company Filed SEC Documentthe notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents; Financial Statements. (i) The Since December 30, 2011, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (i) did not at the time each such document was filed 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. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised bycomments received from the SEC with respect to any of the reports filed by the Company with the SEC. Since December 30, 2011, the staff Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company Filed and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries, in the Company Financial Statements or the Company SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2019, the Company and each of its Subsidiaries has has, in all material respects, timely filed all reports, schedules, forms, statements and other documents or furnished with the SEC all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective dates of filingfiling dates, or, in if supplemented, modified or amended, as of the case date of the last such supplement, modification or amendment, the Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretoand the listing and corporate governance rules and regulations of the NYSE, and (B) none of the Company SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last supplement, modification or amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each Company SEC Document ; provided, however, in each case, that no representation is a registration statement, made as amended, if applicable, filed pursuant to the Securities accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act, as . As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, comments in any comment letters of the staff of the SEC with respect received by the Company or any of its Subsidiaries relating to the Company Filed SEC Documents. No enforcement action has been initiated against To the Knowledge of the Company relating to disclosures contained in as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review or omitted from any Company Filed outstanding SEC Documentinvestigation.

Company SEC Documents; Financial Statements. Since January 1, 2017, the Company has timely filed with or furnished to (ias applicable) The Company and each of its Subsidiaries has filed the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC since January 1, 2013 (2017, as have been supplemented, modified or amended since the time of filing, including all documents that become effective, are filed or furnished after the date hereof, collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulation promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is required to file any reports or other documents with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, comments received by the staff of Company from the SEC with respect to any of the reports filed by the Company Filed SEC Documentswith the SEC. No enforcement action Since March 31, 2017, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company relating to disclosures contained (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or omitted from any incorporated by reference into the Company Filed SEC DocumentDocuments (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except, to the extent permitted by Form 10-Q of the SEC, as may be indicated in the notes thereto or, in the case of interim financial statements, as otherwise permitted by Form 10-Q).

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has filed with or furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Company Subsidiaries is currently required to file periodic reports with the SEC. The Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NASDAQ. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) were, except as may be stated indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or necessary to make the statements made therein will not misleadingbe material in amount or effect). There are no outstanding comments from, or unresolved issues raised by, the staff unconsolidated Subsidiaries of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentCompany.

Company SEC Documents; Financial Statements. Since September 30, 2014, the Company has timely filed with or furnished to (ias applicable) The Company and each of its Subsidiaries has filed the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since the time of filing and its Subsidiaries since January 1prior to the date of this Agreement, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the reports filed by the Company Filed with the SEC. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC DocumentsDocuments is the subject of any ongoing review by the SEC. No enforcement action Since September 30, 2014, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the NYSE. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company relating to disclosures contained and the consolidated Company Subsidiaries included in or omitted from incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except, in the case of interim financial statements, for normal year-end adjustments that were not, are not and will not be material in amount or effect). There are no unconsolidated Subsidiaries of the Company or any Company Filed SEC Documentoff-balance sheet arrangements required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2016, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (but excluding the Proxy Statement, the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), or each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as filed pursuant to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the consolidated audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and its 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 GAAP, in all material respects, applied on a consistent basis during the periods involved (except (A) as may be indicated in such financial statements or in the notes thereto and (B) in the case of the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act); and (iv) present fairly, in all material respects, the financial position of the Company, and the results of operations and cash flows of the Company, as of the times and for the periods referred to therein (except as may be indicated in the Company Filed SEC Documents. No enforcement action has been initiated against notes thereto and subject, in the Company relating case of unaudited interim financial statements, to disclosures contained normal and recurring year-end adjustments and the absence of footnote disclosure, none of which, individually or in or omitted from any Company Filed SEC Documentthe aggregate, will be material).

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has filed with the SEC on a timely basis all reports, schedules, forms, statements and other documents with the SEC required to be filed by it since December 30, 2001, including all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Company and its Subsidiaries Exchange Act, or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”), as such documents since January 1, 2013 the time of filing may have been amended or supplemented with the SEC (the “Company SEC Documents”). Since December 30, 2001, there have been no comment letters received by the Company from the Staff of the SEC or responses to such comment letters by or on behalf of the Company, that have not been provided to Parent. As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. The Company SEC Documents (i) were and, in the case of Company SEC Documents filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (Bii) none did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Documents or necessary in order to make the statements thereinin such Company SEC Documents, in light of the circumstances under which they were and will be made, not misleading. Each Company SEC Document ; provided, however, that is a registration statementall of the Company’s Certifications are each true and correct based upon the knowledge of the officer(s) making such Certifications, as amendedmade. As used in this Section 3.5, if applicablethe term “file” shall be broadly construed to include any manner in which a document or information is furnished, filed pursuant supplied or otherwise made available in writing to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentSEC.

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2012, the Company and each of its Subsidiaries has timely filed or furnished with the SEC all reports, schedulescertifications, forms, statements documents and other documents with the SEC reports required to be filed or furnished (subject to any extensions permitted pursuant to, and in compliance with, Rule 12b-25 of the Exchange Act) by it with the Company SEC (such certifications, forms, documents, and its Subsidiaries since January 1reports filed with the SEC, 2013 (including those that are filed or furnished after the date hereof and any amendments thereto, the “Company SEC Documents”). As of their respective dates of filingdates, or, in if amended, as of the case date of the last such amendment, the Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of Exchange Act and the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each misleading (or, in the case of a Company SEC Document that is a registration statement, as amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document).

Company SEC Documents; Financial Statements. (ia) The Since October 1, 2012, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished by the Company with the SEC (the forms, documents, and its Subsidiaries reports filed with the SEC, including any amendments thereto since January 1the date of their filing, 2013 (the “Company SEC Documents”). As of their respective dates filing dates, or, if amended or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein therein, in light of the circumstances under which they were made, or are to be made, not misleading, provided, however, 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 the purposes of complying with Regulation FD promulgated under the Exchange Act. There The Company has made available to Parent copies of all comment letters received by the Company from the SEC since October 1, 2012 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, (i) there are no outstanding or unresolved comments fromin such comment letters received by the Company from the SEC and (ii) none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or unresolved issues raised bysince October 1, the staff of 2012 has been, required to file periodic reports with the SEC with respect pursuant to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2012, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC and related exhibits required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Company Subsidiaries is currently required to be stated therein file any forms or necessary to make reports with the statements made therein not misleadingSEC. There are no outstanding comments fromSince January 1, or unresolved issues raised by2012, the staff Company has been and is in compliance in all material respects with the applicable provisions of the SEC with respect to Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NYSE. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Filed SEC Documents. No enforcement action has been initiated against (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company relating SEC Documents (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for the absence of footnotes and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to disclosures contained therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or omitted from any Company Filed SEC Documentwill not be material in amount or effect).

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has filed with the SEC on a timely basis all reports, schedules, forms, statements and other documents with the SEC required to be filed by it since December 30, 2001, including all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Company and its Subsidiaries Exchange Act, or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) (collectively, the "Certifications"), as such documents since January 1, 2013 the time of filing may have been amended or supplemented with the SEC (the “"Company SEC Documents”"). Since December 30, 2001, there have been no comment letters received by the Company from the Staff of the SEC or responses to such comment letters by or on behalf of the Company, that have not been provided to Parent. As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. The Company SEC Documents (i) were and, in the case of Company SEC Documents filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (Bii) none did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Documents or necessary in order to make the statements thereinin such Company SEC Documents, in light of the circumstances under which they were and will be made, not misleading. Each Company SEC Document ; provided, however, that is a registration statementall of the Company's Certifications are each true and correct based upon the knowledge of the officer(s) making such Certifications, as amendedmade. As used in this Section 3.5, if applicablethe term "file" shall be broadly construed to include any manner in which a document or information is furnished, filed pursuant supplied or otherwise made available in writing to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentSEC.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2015, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (but excluding the Proxy Statement, the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), or each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as filed pursuant to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and its Subsidiaries; (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries, as of the Company relating times and for the periods referred to disclosures contained therein (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, none of which, individually or omitted from any Company Filed SEC Documentin the aggregate, will be material).

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by the Company under the Exchange Act and its Subsidiaries the Securities Act since January 1, 2013 2015 (such documents, collectively with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis, any exhibits and schedules to any of the foregoing documents and other information incorporated therein, the “Company SEC Documents”). As Each of their respective dates the Company SEC Documents, as of filing, the time of its filing or furnishing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the case of Company SEC Documents that are registration statements filed pursuant to extent in effect at such time, the requirements of the Securities Act, their respective effective datesthe Exchange Act and the Sxxxxxxx-Xxxxx Act applicable to such Company SEC Document, and none of the Company SEC Documents when filed or furnished or, if amended or superseded prior to the date of this Agreementamended, then as of the date of such later filingmost recent amendment, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including the related notes and schedules thereto) of the Company included in the Company SEC Document that is a registration statement, as amendedDocuments (or incorporated therein by reference) at the time it was filed or, if applicable, filed pursuant to the Securities Actamended, as of the date of such registration statement or amendment became effectivemost recent amendment, did not contain any untrue statement of a complied as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, applicable accounting requirements and the staff published rules and regulations of the SEC with respect to thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects the consolidated financial position of the Company Filed and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal period-end audit adjustments that are not material in amount or effect). Except as set forth in Section 3.06(a) of the Disclosure Schedule, there are no outstanding comments in any comment letters received by the Company from the SEC with respect to any of the Company SEC Documents. No enforcement action has been initiated against Subsidiary of the Company relating is subject to disclosures contained in the periodic reporting requirements of the Exchange Act. For the avoidance of doubt, for the purposes of Section 6.02(a), this representation will be deemed to cover documents filed or omitted from furnished as of such time such documents are filed or furnished and the financial statements included therein at any Company Filed SEC Documenttime prior to the Closing Date, subject to the provisions of Sections 4.05 and 5.03 hereof.

Company SEC Documents; Financial Statements. (i) The Since January 1, 2016, the Company and each of its Subsidiaries has filed with or furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the reports filed by the Company Filed SEC Documentswith the SEC. No enforcement action Since January 1, 2016, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the NASDAQ. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company relating to disclosures contained (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or omitted from any incorporated by reference into the Company Filed SEC DocumentDocuments (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect). There are no unconsolidated Subsidiaries of the Company.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2015, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (but excluding the Proxy Statement, the “Company SEC Documents”Documentsˮ). As of their respective dates of filing, its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), or each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as filed pursuant to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and its Subsidiaries; (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries, as of the Company relating times and for the periods referred to disclosures contained therein (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, none of which, individually or omitted from any Company Filed SEC Documentin the aggregate, will be material).

Company SEC Documents; Financial Statements. (ia) The Since July 25, 2014, the Company and each of its Subsidiaries has timely filed all reports, schedules, forms, statements and other documents with or furnished to the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “all Company SEC Documents”). As of their respective effective dates of filing, or, (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 effective datesSEC filing dates (in the case of all other Company SEC Documents), or the Company SEC Documents complied in all material respects with the applicable requirements of the applicable Securities Laws and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents and none of the Company SEC Documents as of such respective dates (or, if amended or superseded prior to the date of this Agreement, then as of the date of the filing of such later filingamendment, (Awith respect to the disclosures that are amended) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC staff with respect to the Company Filed SEC DocumentsDocuments and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No enforcement action has been initiated against Company Subsidiary is required to file periodic reports with the Company relating SEC pursuant to disclosures contained in or omitted from any Company Filed SEC Documentthe Exchange Act.

Company SEC Documents; Financial Statements. (ia) The Since July 1, 2010, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished by the Company with the SEC (the forms, documents, and its Subsidiaries reports filed with the SEC, including any amendments thereto since January 1the date of their filing, 2013 (the “Company SEC Documents”). As of their respective dates filing dates, or, if amended or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein therein, in light of the circumstances under which they were made, or are to be made, not misleading, provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. There The Company has made available to Parent copies of all comment letters received by the Company from the SEC since July 1, 2010 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding comments from, or unresolved issues raised by, comments in such comment letters received by the staff Company from the SEC. As of the SEC with respect date of this Agreement, to the Company Filed SEC Documents. No enforcement action has been initiated against Knowledge of the Company, none of the Company relating to disclosures contained in or omitted from SEC Documents is the subject of any Company Filed SEC Document.ongoing review by the

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2015, the Company and each of its Subsidiaries has filed with or furnished to (as applicable) the SEC on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates of filing, (or, in if supplemented, modified or amended since the case time of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded filing and prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”modification or amendment), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to the Company Filed SEC Documents. No enforcement action Since January 1, 2015, the Company has been initiated against and is in compliance in all material respects with the Company relating to disclosures contained in or omitted from any Company Filed SEC Documentapplicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the NASDAQ.

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by the Company under the Securities Act and its Subsidiaries Exchange Act since January 1, 2013 (such documents, collectively with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis, any exhibits and schedules to any of the foregoing documents and other information incorporated therein, the “Company SEC Documents”). As Each of their respective dates the Company SEC Documents, as of filing, the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the case of Company SEC Documents that are registration statements filed pursuant to extent in effect at such time, the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange ActAct and the Saxxxxxx-Xxxxx Xct and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable theretoto such Company SEC Document, and (B) none of the Company SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No principal executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Saxxxxxx-Xxxxx Xct with respect to any Company SEC Document that is a registration statementand, as amendedat the time of filing or submission of each such certification, the statements contained in each such certification were complete and correct in all material respects. Each of the audited and unaudited consolidated financial statements (including the related notes and schedules thereto and capital stock line items included in the balance sheets therein) of the Company included in the Company SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if applicable, filed pursuant to the Securities Actamended, as of the date of such registration statement or amendment became effectivemost recent amendment, did not contain any untrue statement of a as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, applicable accounting requirements and the staff published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal period-end audit adjustments that are not material in amount). Except as set forth in Section 3.06(a) of the Disclosure Letter, (i) to the Knowledge of the Company, none of the Company Filed SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and (ii) there are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Documents. No enforcement action has been initiated against None of the Company relating Company’s Subsidiaries is required to disclosures contained in or omitted from any Company Filed SEC Documentfile periodic reports with the SEC.

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2014, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated 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 (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries as of the Company relating times and for the periods referred to disclosures contained therein (except as may be indicated in or omitted from any Company Filed SEC Documentthe notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments).

Company SEC Documents; Financial Statements. Since January 1, 2018, the Company has timely filed with or furnished to (ias applicable) The Company and each of its Subsidiaries has filed the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements certifications and documents (including exhibits and all other documents with the SEC information incorporated therein) required to be filed or furnished by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of it under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the rules Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”) and regulations has timely paid all fees due in connection therewith. As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the SEC promulgated thereunder applicable theretodate of the most recent supplement, and (B) none of modification or amendment, the Company SEC Documents contained (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. Each Company SEC Document that is a registration statementmisleading and (b) complied as to form in all material respects with all applicable requirements of the Exchange Act, as amended, if applicable, filed pursuant to the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to the any Company Filed SEC Documents. No enforcement action Company Subsidiary is subject to the reporting requirements of any foreign Governmental Entity that regulates securities or any applicable foreign securities Law or any exchange or quotation service. Since January 1, 2018, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company relating to disclosures contained and the consolidated Company Subsidiaries included in or omitted incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) complied in all material respects, and were prepared in accordance with, in all material respects, all applicable accounting requirements and the rules and regulations of the SEC, the Exchange Act and the Securities Act with respect thereto, (ii) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect, (iii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iv) have been prepared from any and are in accordance with the books, records and accounts of the Company Filed SEC Documentand the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company.

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has filed with or furnished to the SEC, on a timely basis, all reports, schedules, forms, statements statements, certifications, reports and other documents with the SEC required to be filed or furnished by it with the Company SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act of 1933 (the “Securities Act”) since May 26, 2011 (collectively, and its Subsidiaries in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since January 1such date, 2013 (the “Company SEC Documents”). As of their respective effective dates of filing, or, (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 effective datesSEC filing dates (in the case of all other Company SEC Documents), and giving effect to any amendments or if amended or superseded supplements thereto filed prior to the date of this Agreement, then as of (x) the Company SEC Documents filed prior to the date of such later filingthis Agreement complied, (A) each and the Company SEC Document complied as Documents to form be filed after the date of this Agreement and prior to the Closing will comply, in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable theretoto such Company SEC Documents, and (By) none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained (or with respect to the Company SEC Documents filed by or furnished to the SEC after the date hereof and prior to the Closing will contain), any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed or furnished to the SEC after the date hereof and prior to the Closing will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

Company SEC Documents; Financial Statements. (ia) The Since July 1, 2013, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished by the Company with the SEC (the forms, documents, and its Subsidiaries reports filed with the SEC, including any amendments thereto since January 1the date of their filing, 2013 (the “Company SEC Documents”). As of their respective dates filing dates, or, if amended or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein therein, in light of the circumstances under which they were made, or are to be made, not misleading, provided, however, 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 the purposes of complying with Regulation FD promulgated under the Exchange Act. There The Company has made available to Parent copies of all comment letters received by the Company from the SEC since July 1, 2013 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, (i) there are no outstanding or unresolved comments fromin such comment letters received by the Company from the SEC and (ii) none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or unresolved issues raised bysince July 1, the staff of 2013 has been, required to file periodic reports with the SEC with respect pursuant to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. Since January 1, 2011, the Company has timely filed with or otherwise timely furnished to (ias applicable) The Company and each of its Subsidiaries has filed the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, proxy statements, schedules and other documents with the SEC and related exhibits required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the reports filed by the Company Filed SEC Documentswith the SEC. No enforcement action Since January 1, 2011, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NASDAQ. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company relating to disclosures contained (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or omitted from any incorporated by reference into the Company Filed SEC DocumentDocuments (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations; (y) have been prepared from, and in accordance with, the books and records of the Company and the Company Subsidiaries in all material respects; and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect). There are no unconsolidated Subsidiaries of the Company.

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by the Company under the Securities Act and its Subsidiaries Exchange Act since January 1, 2013 (such documents, collectively with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis, any exhibits and schedules to any of the foregoing documents and other information incorporated therein, the “Company SEC Documents”). As Each of their respective dates the Company SEC Documents, as of filing, the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the case of Company SEC Documents that are registration statements filed pursuant to extent in effect at such time, the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange ActAct and the Sxxxxxxx-Xxxxx Act and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable theretoto such Company SEC Document, and (B) none of the Company SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No principal executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document that is a registration statementand, as amendedat the time of filing or submission of each such certification, the statements contained in each such certification were complete and correct in all material respects. Each of the audited and unaudited consolidated financial statements (including the related notes and schedules thereto and capital stock line items included in the balance sheets therein) of the Company included in the Company SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if applicable, filed pursuant to the Securities Actamended, as of the date of such registration statement or amendment became effectivemost recent amendment, did not contain any untrue statement of a as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, applicable accounting requirements and the staff published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal period-end audit adjustments that are not material in amount). Except as set forth in Section 3.06(a) of the Disclosure Letter, (i) to the Knowledge of the Company, none of the Company Filed SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and (ii) there are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Documents. No enforcement action has been initiated against None of the Company relating Company’s Subsidiaries is required to disclosures contained in or omitted from any Company Filed SEC Documentfile periodic reports with the SEC.

Company SEC Documents; Financial Statements. (ia) The Except as set forth on Section 2.8 of the Company and each of its Subsidiaries Disclosure Schedules, since October 31, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents with or furnished to the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “all Company SEC Documents”). As of their respective effective dates of filing, or, (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 effective datesSEC filing dates (in the case of all other Company SEC Documents), or the Company SEC Documents complied in all material respects with the applicable requirements of the applicable Securities Laws and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents and none of the Company SEC Documents as of such respective dates (or, if amended or superseded prior to the date of this Agreement, then as of the date of the filing of such later filingamendment, (Awith respect to the disclosures that are amended) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There (i) there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC staff with respect to the Company Filed SEC DocumentsDocuments and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No enforcement action has been initiated against Company Subsidiary is required to file periodic reports with the Company relating SEC pursuant to disclosures contained in or omitted from any Company Filed SEC Documentthe Exchange Act.

Company SEC Documents; Financial Statements. (ia) The Since June 11, 2015 (the “Lookback Date”), the Company and each of its Subsidiaries has timely filed with, or furnished to, the SEC all registration statements, forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed or furnished pursuant to the requirements of the Securities Act, their respective effective dates, Exchange Act or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively) each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. As of its filing date or, and (B) none if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with, or unresolved issues raised byfurnished to, the staff SEC, but that have not yet been filed with, or furnished to, the SEC. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documentsand its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (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, none of which, individually or in the aggregate, will be material). No enforcement action has been initiated against Company Subsidiary is required to separately file any form, report or other document with the SEC. Section 3.5(a) of the Company relating to disclosures contained in Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or omitted from any Company Filed SEC DocumentForm S-8 or otherwise relying on Rule 415 promulgated under the Securities Act.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2020, the Company and each of its Subsidiaries has timely filed all reports, schedules, forms, statements and other documents or furnished with the SEC all material forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Company and its Subsidiaries since January 1, 2013 SEC (the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreementsuspended, then as of the date of the last such later filingamendment or suspension, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except as set forth on Section 4.6 of the Company SEC Document that Disclosure Letter, the Company is a registration statementin compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of the Company’s Subsidiaries is, as amendedor at any time since January 1, if applicable2020, filed pursuant has been, required to file any forms, reports or other documents with the Securities Act, as SEC. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There (i) there are no outstanding comments from, or unresolved issues raised by, comments in any comment letters of the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against received by the Company relating to disclosures contained in or omitted from any the Company Filed SEC DocumentDocuments and (ii) none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review.

Company SEC Documents; Financial Statements. (ia) The Since December 31, 2009, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all material forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Company SEC (the forms, documents, and its Subsidiaries since January 1reports filed with the SEC, 2013 (including any amendments thereto, the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its subsidiaries, on the other hand, occurring since January 1, 2009 and prior to the date hereof and/or such correspondence has been filed with the SEC and is publicly available on XXXXX. 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 Document that is a registration statement, as amended, if applicable, filed pursuant to Documents. To the Securities Actknowledge of the Company, as of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff none of the Company SEC with respect to Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Except as reflected or reserved against in the Company’s financial statements (as amended or restated, if applicable) for the fiscal year ended December 31, 2009 or the notes thereto included in the Company Filed SEC Documents. No enforcement action has been initiated against , neither the Company relating to disclosures contained in or omitted from nor any Company Filed SEC Documentof its subsidiaries has any Indebtedness.

Company SEC Documents; Financial Statements. (ia) The Since July 1, 2010, the Company and each of its Subsidiaries has filed with the SEC, on a timely basis, all reports, schedulesrequired registration statements, forms, documents, proxy statements and other documents with the SEC reports required to be filed or furnished prior to the date hereof by it with the Company SEC (collectively, and its Subsidiaries since January 1in each case including all exhibits and schedules thereto and documents incorporated by reference therein, 2013 (including any amendments thereto, the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 1933, 2002 (as amended and including the rules and regulations promulgated thereunder (the “Securities Xxxxxxxx-Xxxxx Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised bycomments in comment letters received from the SEC or its staff. There has been no written correspondence between the SEC and the Company since July 1, 2010 (other than as publicly available) and the staff Company has provided Parent with summaries of any material oral correspondence between the SEC and the Company since July 1, 2010. To the knowledge of the Company, none of the Company SEC with respect Documents is the subject of ongoing SEC review. None of the Company’s subsidiaries is subject to the Company Filed SEC Documents. No enforcement action has been initiated against reporting requirements of Section 13(a) or 15(d) under the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. (ia) The Since October 4, 2019, the Company and each of its Subsidiaries has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, forms, statements and other documents with the SEC (including exhibits and all other information incorporated therein) required to be filed or furnished (as applicable) by the Company with the SEC under applicable Laws (all such filed or furnished documents, together with all exhibits and its Subsidiaries since January 1schedules thereto and all information incorporated therein by reference, 2013 (the “Company SEC Documents”). As of their respective filing dates of filing, or(and, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements statements, as of the Securities Actdates of effectiveness), their respective effective datesor, or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then as of on the date of the last such later filingamendment or superseding filing prior to the Agreement Date, (A) each the Company SEC Document Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and including, in each case, the rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No current or former executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document that is a registration statementsince October 4, 2019, and such certifications are accurate and complete, and comply in all material respects as amendedto form and content with all applicable Laws. The Company has Made Available to Parent or Purchaser true, if applicablecorrect and complete copies of all correspondence, filed pursuant other than transmittal correspondence, between the SEC, on the one hand, and the Company, on the other, since October 4, 2019, including all SEC comment letter and responses to the Securities Act, as such comment letters and responses to such comment letters by or on behalf of the date such registration statement or amendment became effectiveCompany. As of the Agreement 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC or Nasdaq with respect to the Company Filed SEC Documents. No enforcement action has been initiated against To the Knowledge of the Company, (i) none of the Company relating to disclosures contained SEC Documents is the subject of ongoing SEC review and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in or omitted from each case regarding any Company Filed SEC Documentaccounting practices of the Acquired Corporations.

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by the Company under the Exchange Act and its Subsidiaries the Securities Act since January 1, 2013 2015 (such documents, collectively with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis, any exhibits and schedules to any of the foregoing documents and other information incorporated therein, the “Company SEC Documents”). As Each of their respective dates the Company SEC Documents, as of filing, the time of its filing or furnishing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the case of Company SEC Documents that are registration statements filed pursuant to extent in effect at such time, the requirements of the Securities Act, their respective effective datesthe Exchange Act and the Xxxxxxxx-Xxxxx Act applicable to such Company SEC Document, and none of the Company SEC Documents when filed or furnished or, if amended or superseded prior to the date of this Agreementamended, then as of the date of such later filingmost recent amendment, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including the related notes and schedules thereto) of the Company included in the Company SEC Document that is a registration statement, as amendedDocuments (or incorporated therein by reference) at the time it was filed or, if applicable, filed pursuant to the Securities Actamended, as of the date of such registration statement or amendment became effectivemost recent amendment, did not contain any untrue statement of a complied as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, applicable accounting requirements and the staff published rules and regulations of the SEC with respect to thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects the consolidated financial position of the Company Filed and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal period-end audit adjustments that are not material in amount or effect). Except as set forth in Section 3.06(a) of the Disclosure Schedule, there are no outstanding comments in any comment letters received by the Company from the SEC with respect to any of the Company SEC Documents. No enforcement action has been initiated against Subsidiary of the Company relating is subject to disclosures contained in the periodic reporting requirements of the Exchange Act. For the avoidance of doubt, for the purposes of Section 6.02(a), this representation will be deemed to cover documents filed or omitted from furnished as of such time such documents are filed or furnished and the financial statements included therein at any Company Filed SEC Documenttime prior to the Closing Date, subject to the provisions of Sections 4.05 and 5.03 hereof.

Company SEC Documents; Financial Statements. (i) The Company and each of its Subsidiaries has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since March 24, 2011 under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto. Company has made available to the Purchaser copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through EXXXX for at least two (2) days prior to the date of this Agreement: (i) Company’s Annual Reports on Form 20-F for each fiscal year of Company beginning with the first year Company was required to file such a form, (ii) all proxy statements relating to Company’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iii) its Reports of Foreign Private Issuer on Form 6-K filed since the beginning of the first fiscal year referred to in clause (i) above, and (iv) all other forms, reports, registration statements and other documents filed by Company with the SEC required since Company’s formation (the forms, reports, registration statements and other documents referred to be filed by the Company in clauses (i), (ii), (iii) and its Subsidiaries since January 1(iv) above, 2013 (whether or not available through EXXXX, are, collectively, the “Company SEC Documents”). As of their respective dates of filing, or, in the case of The Company SEC Documents that are registration statements filed pursuant to were prepared in all material respects in accordance with the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the thereunder. The Company SEC Documents did not at the time they were filed with the SEC (except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document then on the date of such filing) 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 the light of the circumstances under which they were made, not misleading. Each From the date of the most recent Company SEC Document that there has been no Company Material Adverse Effect. As used in this Section 3.1(h), the term “file” shall be broadly construed to include any manner in which a document or information is a registration statementfurnished, as amended, if applicable, filed pursuant supplied or otherwise made available to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentSEC.

Company SEC Documents; Financial Statements. (ia) The Since January 1 , 2019 , the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents or furnished with the SEC all material forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Company and its Subsidiaries since January 1, 2013 SEC (the ““ Company SEC DocumentsDocuments ”)) . As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange ActAct and the Xxxxxxxx - Xxxxx Act of 2002 , as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleadingmisleading . Each (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC Document or its staff that is a registration statement, as amended, if applicable, filed pursuant would be required to be disclosed under Item 1 B of Form 10 - K under the Securities ActExchange Act . To the Knowledge of the Company, as of the date such registration statement hereof, none of the Company SEC Documents is the subject of ongoing SEC review or amendment became effective, 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 made therein not misleadinginvestigation . There are has been no outstanding comments frommaterial correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31 , 2020 on or unresolved issues raised by, prior to the staff date hereof that is not available to the public on the SEC’s Electronic Data Gathering and Retrieval database . (c) The consolidated financial statements (including all related notes) of the Company included in the Company SEC with respect Documents (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year - end audit adjustments, and any other adjustments described therein, including in any notes thereto, in each case, which would not, individually or in the aggregate, be material to the Company Filed SEC Documents. No enforcement action has been initiated against and its Subsidiaries, taken as a whole) were prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10 - Q or any successor form or other rules under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) are in accordance, in all material respects, with the books and records of the Company relating to disclosures contained and its consolidated Subsidiaries, and (iii) comply in or omitted from any Company Filed SEC Document.all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, the Securities Act and the DGCL . Section 4 . 7

Company SEC Documents; Financial Statements. (i) The Company and each of its Subsidiaries has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished, as applicable, by the Company since and its Subsidiaries since January including April 1, 2013 2008, under the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of their respective dates of filingfiling dates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, as of such respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a 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. Each of the financial statements (including the related notes) of the Company included in the Company SEC Document that is a registration statement, Documents complied at the time it was filed as amended, if applicable, filed pursuant to form in all material respects with the Securities Act, as of applicable accounting requirements and the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff published rules and regulations of the SEC with respect thereto in effect at the time of filing (except to the Company Filed extent amended or superseded by a subsequent filing with the SEC Documents. No enforcement action prior to the Agreement Date), has been initiated against prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except (i) in the case of unaudited statements, as permitted by the rules and regulations of the SEC, and (ii) in the case of interim statements or reports, such statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company relating and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to disclosures contained in or omitted from any Company Filed SEC Documentthe absence of footnotes and normal year-end audit adjustments).

Company SEC Documents; Financial Statements. (ia) The Since April 1, 2017, the Company and each of its Subsidiaries has timely filed all reports, schedules, forms, statements and other documents or furnished with the SEC all material forms, documents and reports required to be filed or furnished by it with the Company SEC (such forms, documents and its Subsidiaries since January 1reports filed with the SEC, 2013 (including any amendments thereto, the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC or its staff with respect to the Company Filed SEC Documents. No enforcement action has been initiated against , and to the Knowledge of the Company, none of the Company relating SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation or other governmental investigation regarding the accounting practices of the Company. None of the Subsidiaries of the Company is subject to disclosures contained the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The Company is in or omitted from any Company Filed SEC Documentcompliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the listing and corporate governance rules and regulations of the NYSE.

Company SEC Documents; Financial Statements. (ia) The Except as set forth in Section 4.6(a) of the Company Disclosure Letter, since April 1, 2012, the Company has timely filed or furnished (subject to any extensions permitted pursuant to, and each in compliance with, Rule 12b-25 of its Subsidiaries has filed the 0000 Xxx) with the SEC all reports, schedulescertifications, forms, statements documents and other documents with the SEC reports required to be filed or furnished prior to the date hereof by it with the Company SEC (such forms, documents, and its Subsidiaries since January 1reports filed with the SEC, 2013 (including any amendments, exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Actif amended, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act of 1933, 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Securities Xxxxxxxx-Xxxxx Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

Company SEC Documents; Financial Statements. (i) The Since January 1, 1998, the Company has timely filed with the SEC all required reports and each of its Subsidiaries has filed all reports, schedules, forms, statements forms and other documents with the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “"Company SEC Documents”"). As of their respective dates of filingdates, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Company SEC Documents and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each 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, if applicable, later-filed pursuant Company SEC Document filed and publicly available prior to the Securities Actdate of this Agreement, as none of the date such registration statement or amendment became effective, did not contain Company SEC Documents contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, The financial statements of the staff Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting –8– principles (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 in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and publicly available and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Filed SEC Documents. No enforcement action has been initiated against , neither the Company relating nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to disclosures contained be recognized or disclosed on a balance sheet of the Company and its consolidated subsidiaries or in or omitted from any Company Filed SEC Documentthe notes thereto.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2017, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC and related exhibits required to be filed or furnished by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of it under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the rules and regulations Company with the SEC since January 1, 2017, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”), except where the failure to file would not reasonably be expected to have a Company Material Adverse Effect. As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the SEC promulgated thereunder applicable theretodate of the most recent supplement, and (B) none of modification or amendment, the Company SEC Documents contained (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. Each Company SEC Document that is a registration statementmisleading and (ii) complied as to form in all material respects with all applicable requirements of the Exchange Act, as amended, if applicable, filed pursuant to the Securities Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act of 2010, as amended (the “Xxxx-Xxxxx Act”), as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. Since January 1, 2017, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NYSE. To the knowledge of the Company, as of the date such registration statement of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or amendment became effective, did not contain any untrue statement outstanding SEC investigation. None of a material fact or omit to state any material fact the Company Subsidiaries is required to be stated therein file any forms, reports, registrations, statements or necessary to make other documents with the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentSEC.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2019, the Company and each of its Subsidiaries has timely filed with, or furnished to, the SEC all registration statements, forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed or furnished pursuant to the requirements of the Securities Act, their respective effective dates, Exchange Act or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document filed (including by incorporation by reference) after January 1, 2019 available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), or each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents. As of its filing date or, and (B) none if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, was filed pursuant to in accordance with the Securities Act, and, as of the date such registration statement or amendment became effective, 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 not misleading. There As of the date of this Agreement, no amendments or modifications to the Company SEC Documents are no outstanding comments fromrequired to be filed with, or unresolved issues raised byfurnished to, the staff SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and the cash flows of the Company Filed SEC Documentsand its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (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). No enforcement action has been initiated against Company Subsidiary is required to file or furnish any form, report or other document with the SEC. Section 3.5(a) of the Company relating to disclosures contained in Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or omitted from any Company Filed SEC DocumentForm S-8 or otherwise relying on Rule 415 promulgated under the Securities Act.

Company SEC Documents; Financial Statements. (i) The Since July 30, 2013, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the reports filed by the Company Filed SEC Documentswith the SEC. No enforcement action Since July 30, 2013, the Company has been initiated against and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company relating to disclosures contained (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or omitted from any incorporated by reference into the Company Filed SEC DocumentDocuments (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect). There are no unconsolidated Subsidiaries of the Company.

Company SEC Documents; Financial Statements. (ia) The Except as set forth on Section 2.8 of the Company and each of its Subsidiaries Disclosure Schedules, since October 31, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents with or furnished to the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “all Company SEC Documents”). As of their respective effective dates of filing, or, (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 effective datesSEC filing dates (in the case of all other Company SEC Documents), or the Company SEC Documents complied in all material respects with the applicable requirements of the applicable Securities Laws and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents and none of the Company SEC Documents as of such respective dates (or, if amended or superseded prior to the date of this Agreement, then as of the date of the filing of such later filingamendment, (Awith respect to the disclosures that are amended) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There (i) there are no outstanding comments from, or unresolved issues raised by, the staff of comments in comment letters received from the SEC staff with respect to the Company Filed SEC DocumentsDocuments and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No enforcement action has been initiated against Company Subsidiary is required to file periodic reports with the Company relating SEC pursuant to disclosures contained in or omitted from any Company Filed SEC Documentthe Exchange Act.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2011, the Company and each of its Subsidiaries has filed with or furnished on a timely basis to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Company SEC Documents”). As of their respective filing dates (or as of filing, or, their respective effective dates in the case of Company SEC Documents that are registration statements filed pursuant to statements) or, if supplemented, modified or amended since the requirements time of filing (or time of effectiveness in the Securities Actcase of Company SEC Documents that are registration statements), their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC (or the date each such document became effective in the case of Company SEC Documents that are registration statements). None of the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement or amendment became effectiveof this 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 to make the statements made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Company Filed SEC Documents. No enforcement action Since January 1, 2011, the Company has been initiated against and is in compliance in all material respects with the Company relating to disclosures contained in or omitted from any Company Filed SEC Documentapplicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Documents; Financial Statements. (ia) The Since January 3, 2010, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents or otherwise transmitted with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished prior to the date of this Agreement by the Company with the SEC (the forms, documents, and its Subsidiaries reports so filed, transmitted or furnished since January 13, 2013 (2010 with the SEC, including any amendments thereto since the date of their filing, furnishing or transmittal and all documents, Contracts and other information incorporated therein, the “Company SEC Documents”). As of their respective dates filing dates, or, if amended or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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, in light of the circumstances under which they were made therein not misleading. There The Company has made available to Parent copies of all comment letters and other correspondence received by the Company from the SEC since January 3, 2010 and relating to the Company SEC Documents, together with all written responses of the Company thereto. No executive officer of the Company or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any Company SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments fromin such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or unresolved issues raised bysince January 3, the staff of 2010 has been, required to file periodic reports with the SEC with respect pursuant to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. (ia) The Since January 28, 2015, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Company SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company and the Applicable Company Subsidiary included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and its Subsidiaries, or unresolved issues raised by, the staff Applicable Company Subsidiary (as applicable); (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act); and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries or the Applicable Company relating Subsidiary and its consolidated Subsidiaries, as applicable, as of the times and for the periods referred to disclosures contained therein (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, none of which, individually or omitted from any Company Filed SEC Documentin the aggregate, will be material).

Company SEC Documents; Financial Statements. (ia) The Since March 10, 2011, the Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC all forms, documents and reports required under the Exchange Act or the Securities Act to be filed or furnished prior to the date of this Agreement by the Company with the SEC (the forms, documents, and its Subsidiaries reports filed with the SEC, including any amendments thereto since January 1the date of their filing, 2013 (the “Company SEC Documents”). As of their respective dates filing dates, or, if amended, superseded or restated after the date of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later amendment or applicable subsequent filing, (A) each the Company SEC Document Documents (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (Bii) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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, in light of the circumstances under which they were made therein not misleading. There The Company has made available to Parent (via XXXXX or otherwise) copies of all comment letters and other material correspondence received by the Company from the SEC since March 10, 2011 and relating to the Company SEC Documents, together with all written responses of the Company thereto. No executive officer of the Company or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any Company SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments fromin such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or unresolved issues raised bysince March 10, the staff of 2011 has been, required to file periodic reports with the SEC with respect pursuant to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC DocumentExchange Act.

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2020, the Company and each of its Subsidiaries has filed with or otherwise furnished to the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of it under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, 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 rules and regulations Company with the SEC, as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the "Company SEC Documents"). As of their respective filing (or furnishing) dates or, if supplemented, modified or amended since the time of filing, as of the SEC promulgated thereunder applicable theretodate of the most recent supplement, and (B) none of modification or amendment, the Company SEC Documents contained (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. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. The Company has made available to the Parent Entities all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2020. As of the date such registration statement or amendment became effectivehereof, 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 made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Company Filed SEC Documents. No enforcement action has been initiated against Documents filed or furnished by the Company relating or the Partnership with the SEC and, as of the date hereof, to disclosures contained the Company's knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or omitted from any incorporated by reference into the Company Filed SEC DocumentDocuments (collectively, the "Company Financial Statements") (i) were prepared in accordance with generally accepted accounting principles as applied in the United States ("GAAP") (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by SEC rules and regulations) and (ii) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments).

Company SEC Documents; Financial Statements. (ia) The Since January 1, 2015, the Company and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (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 (or furnished) under the Company and its Subsidiaries since January 1Exchange Act or the Securities Act (collectively, 2013 (but excluding the Proxy Statement, the “Company SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), or each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Company SEC Document complied as filed pursuant to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary 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 amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this 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 made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or unresolved issues raised byfurnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and its Subsidiaries; (ii) complied in all material respects, as of their respective filing dates with the staff SEC, with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto; (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly presented in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company Filed SEC Documents. No enforcement action has been initiated against and its consolidated Subsidiaries, as of the Company relating times and for the periods referred to disclosures contained therein (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, none of which, individually or omitted from any Company Filed SEC Documentin the aggregate, would reasonably be expected to be material).

Company SEC Documents; Financial Statements. (ia) The Company and each of its Subsidiaries has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished (as applicable) by the Company and its Subsidiaries with the SEC under applicable Laws prior to the Agreement Date since January 1, 2013 2011 (all such filed or furnished documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC Documents”). As of their respective filing dates of filing, or(and, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements statements, as of the Securities Actdates of effectiveness), their respective effective datesor, or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then as of on the date of the last such later filingamendment or superseding filing prior to the Agreement Date, (A) each the Company SEC Document Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and including, in each case, the rules and regulations of the SEC promulgated thereunder applicable theretothereunder, and (B) none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No current or former executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document that is a registration statementsince January 1, 2011, and such certifications are accurate and complete, and comply in all material respects as amendedto form and content with all applicable Laws. The Company has Made Available to Parent or Purchaser true, if applicablecorrect and complete copies of all correspondence, filed pursuant other than transmittal correspondence, between the SEC, on the one hand, and the Company, on the other, since January 1, 2011, including all SEC comment letter and responses to the Securities Act, as such comment letters and responses to such comment letters by or on behalf of the date such registration statement or amendment became effectiveCompany. To the Company’s Knowledge, 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 made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff none of the Company SEC with respect to Documents is the Company Filed subject of ongoing SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in review or omitted from any Company Filed outstanding SEC Documentcomment.

Company SEC Documents; Financial Statements. (i) The Since January 1, 2013, the Company and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC and related exhibits required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and its or any of the Company Subsidiaries with the SEC since January 1, 2013 (2013, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements immediately following clause (ii), if supplemented, modified or amended since the time of the Securities Actfiling, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933modification or amendment, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained (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. Each Company SEC Document that is a registration statementmisleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act, as amended, if applicable, filed pursuant to the Securities Act, Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. Since January 1, 2013, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NYSE. As of the date hereof, there are no material 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 such registration statement hereof, none of the Company SEC Documents is the subject of outstanding SEC comments or amendment became effectivean outstanding SEC investigation. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries (including, did not contain in each case, any untrue statement of a material fact notes thereto) included in or omit to state any material fact required to be stated therein or necessary to make incorporated by reference into the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised byCompany’s filings included in the Company SEC Documents (collectively, the staff “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the SEC with respect Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the Company Filed SEC Documents. No enforcement action has been initiated against notes thereto or, in the Company relating to disclosures contained case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or omitted from any Company Filed SEC Documenteffect).