Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31November 15, 20082007, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective date dates (in the case of any Company SEC Report Reports that is a are registration statement statements filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act each as in effect on the date such Company SEC Report was filedwas, mailed or will be, filed or effective, as applicable, and (iib) each Company SEC Report did not not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. (aExcept as set forth in Section 4.4(a) Since March 31, 2008of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8since January 1, 2000 (including all certifications required pursuant to the Sxxxxxxx-K andXxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)), in and copies of all casesregistration statements, all exhibits forms, reports and schedules theretoother documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports”). As of its effective date (in the case of any The Company SEC Report that is Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a registration statement filed pursuant to timely basis, (ii) at the Securities Act)time filed, or if amended, as of its mailing date (in the case time of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing the last such amendment prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied were prepared in compliance in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the XxxxxxxxSxxxxxxx-Xxxxx Act, each as in effect on the date case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Report was filed, mailed or effective, as applicableReports, and (iiiii) each Company SEC Report did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer Subsidiary of the Company has failed is subject to make the certifications required reporting requirements of him under (ASection 15(d) Rule 13a-14 and 15d-14 of the Securities Act or Section 13(a) of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor its Subsidiaries is a party to and is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any of its executive officers has received notice from any Government challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K that is not disclosed in the accuracyCompany’s Form 10-K filed on March 16, completeness, form or manner of filing of such certifications2005.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the Securities Act)case may be, as of its mailing date (filing date, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case of any may be, each as in effect on the date such Company SEC Report that is a proxy statementwas, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) and as database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31The Company has timely filed with, 2008or furnished to, as applicable, the Company has filed SEC all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed or furnished by it under applicable Law since October 1, 2007 (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As , each of its effective date (which complied in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act)all material respects, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed except as otherwise disclosed in any such Company SEC Report. As of its filing date (or, if amended or effectivesuperseded by a filing prior to the date of this Agreement, as applicableon the date of such amended or superseded filing), and (ii) each Company SEC Report Report, including any financial statements or schedules included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act, ”) with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither and neither the Company nor any of its executive officers has received notice from any Government Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company and filed with the SEC since January 1, 2013 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC, or otherwise made available to LKQ and Parent in the form filed with the SEC. Since March 31January 1, 20082013, the Company has timely filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (i) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed filed (or effective, as applicableso amended or superseded), and (ii) each such Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8 with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECSection 4.30. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No Since January 1, 2013, no executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither , and since January 1, 2013, neither the Company nor any of its executive officers has received written notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (aExcept as set forth in Section 4.4(a) Since March 31, 2008of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8since January 1, 2005 (including all certifications required pursuant to the Xxxxxxxx-K andXxxxx Act), in and copies of all casessuch registration statements, all exhibits forms, reports and schedules theretoother documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents filed by the Company and that it may file after the date hereof until the Closing are referred to herein as the “Company SEC Reports”). As of its effective date (in the case of any .” The Company SEC Report that is Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a registration statement filed pursuant to timely basis, (ii) at the Securities Act)time filed, or if amended, as of its mailing date (in the case time of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing the last such amendment prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied were prepared in compliance in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and and/or the Xxxxxxxx-Xxxxx Act, each as in effect on the date case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Report was filed, mailed or effective, as applicableReports, and (iiiii) each Company SEC Report did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer Subsidiary of the Company has failed is subject to make the certifications required reporting requirements of him under (ASection 15(d) Rule 13a-14 and 15d-14 of the Securities Act or Section 13(a) of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from Subsidiaries is a party to or is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any Government challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K filed prior to the accuracydate hereof that is not disclosed in the Form 10-K for the year ended December 31, completeness2009, form or manner as filed with the SEC on March 26, 2010 (including the consolidated financial statements of filing of such certificationsthe Company set forth therein, the “2009 Form 10-K”).

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company since January 1, 2011 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) maintained by the SEC, or otherwise made available to Parent in the form filed with the SEC. Since March 31January 1, 20082011, the Company has timely filed and furnished all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not not, and any Company SEC Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8(a) with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECSection 4.28. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No Since January 1, 2011, no executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since January 1, 2011, neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince March 31, in all cases2010, all exhibits under the Securities Act or the Exchange Act (the forms, documents, statements and schedules reports filed with or furnished to the SEC since March 31, 2010, and those filed with or furnished to the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, collectively, the “Company SEC Reports”). As of its effective date (in the case of any respective dates, the Company SEC Report that is a registration statement Reports were filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing any such Company SEC Reports filed prior to the date of this Agreement were amended, as of the date of the last such amendment filed with the SEC at least two business days prior to the date of this Agreement), on each Company SEC Report, including any financial statements or schedules included therein, (a) complied or, if filed or furnished to the SEC after the date of such amended or superseded filing)this Agreement, (i) each Company SEC Report complied will comply in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, each as in effect on the date such Company SEC Report was filedcase may be, mailed or effective, as applicableand the applicable rules and regulations promulgated thereunder, and (iib) each Company did not or, if filed or furnished to the SEC Report did after the date of this Agreement, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies No event since the date of all the last Company SEC Reports filed prior Report has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement and the Transactions contemplated by this Agreement. As of the date hereof have been furnished to Parent hereof, there are no outstanding or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of unresolved comments received by the Company has failed to make from the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC staff with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31August 1, 20082014, the Company has filed or furnished (as applicable) all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed or furnished (as applicable) by it under applicable Law Laws prior to the date hereof (all such forms, reports, statementsschedules, schedules statements and other documents, as amended and supplemented, and together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish (as applicable) any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date hereof, none of the Company SEC Reports is subject to outstanding SEC comment or, to the Company’s Knowledge, investigation.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed or furnished, as applicable, all forms, reports, schedules, statements, schedules certificates and other documents (including exhibits) with the SEC that were have been required to be filed or furnished, as applicable, by it under applicable Laws or Orders prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, schedules, statements, certificates and documents with the SEC that are required to be filed by it under applicable Law Laws or Orders prior to such time (all such forms, reports, schedules, statements, schedules certificates and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act)complied, or will comply, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and may be, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actrules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, mailed Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or effectivesuperseded by a filing prior to the date of this Agreement, as applicableon the date of such filing), and (ii) each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company nor any and each of its executive officers has received notice from any Government challenging or questioning officers, and, to the accuracyKnowledge of the Company each of its directors, completeness, form or manner have been and are in compliance in all material respects with (A) the applicable provisions of filing the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of such certificationsNASDAQ.

Company SEC Reports. (a) Since March December 31, 2008, the Company has filed or furnished on a timely basis all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law (Laws prior to the date hereof. References herein to the term “Company SEC Reports” shall mean all such formsinformation filed or incorporated by reference in or furnished under any Form 10-K, reportsForm 10-Q, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andor Schedule 14A since December 31, in all cases2008, all including any exhibits and schedules or amendments thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC or any national securities exchange or national quotation system. Except as set forth in Section 4.9 of the Company Disclosure Letter, 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 or any of the Company Subsidiaries, on the other hand, occurring since December 31, 2008 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of Nasdaq. Except as set forth in Section 4.9 of the Company Disclosure Letter, from December 31, 2008 through the date of this Agreement, the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal controls over financial reporting. To the Knowledge of the Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

Company SEC Reports. (a) Since March 31January 2, 20082012, the Company has filed on a timely basis all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof. References herein to the term “Company SEC Reports” shall mean all information filed or incorporated by reference in (all such formsbut not information furnished under) any Form 10-K, reportsForm 10-Q, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andor Schedule 14A since January 2, in all cases2012, all including any exhibits and schedules amendments thereto. Since January 2, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act)2012, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq.

Company SEC Reports. (a) Since March 31, 2008, the The Company has timely filed or furnished all reports, schedules, forms, reports, statements, schedules statements and other documents (including exhibits) with the SEC that were required to be filed or furnished by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all casesSecurities and Exchange Commission (the “SEC”), all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), which have complied as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its their respective filing date (dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to the date of this Agreementhereof, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. No 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 Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 2007 (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as in effect on of the date of the last such Company SEC Report was filedamendment or superseding filing made at least four (4) Business Days prior to the date hereof, mailed or effective, as applicable, and (ii) each Company SEC Report did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies As of all the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECReports. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) periodic reports with the SEC. No executive officer of the Company has failed SEC pursuant to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents (including exhibitsexhibits and other information incorporated therein) with the SEC that were have been required to be filed by it under applicable Law laws from December 31, 2005 through and including the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any other forms, reports or other documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoor prior to the Effective Time that are not required to be so filed, the “"Company SEC Reports”"). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the Securities Act)case may be, as of its mailing date (filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case of any Company may be, each as in effect on the date such SEC Report that is a proxy statement) and as was, or will be, filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s 's Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) or her required by Rule 13a-14 and or 15d-14 of under the Exchange Act or (B) and Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Government Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the Company.

Company SEC Reports. (a) Since March 31January 1, 20082016, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date of this Agreement (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies As of all the date hereof, none of the Company SEC Reports filed prior is, to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database Knowledge of the SECCompany, the subject of ongoing SEC review. As of the date hereof, there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC with respect to any of the Company SEC Reports. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed made available to Parent (by public filing with the SEC or otherwise) all registration statements, forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods or furnished by the Company with or to the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases2006 (the forms, all exhibits reports and schedules theretoother documents filed or furnished by the Company with or to the SEC since January 1, 2006 and those filed with or furnished to the SEC subsequent to the date of this Agreement and until the Expiration Date, if any, including any amendments thereto filed or furnished prior to the date hereof the “Company SEC Reports”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed on March 7, 2005, and any amendments to any such documents. As Except as disclosed in Section 3.4(a) of its effective date (the Company Disclosure Letter, the Company SEC Reports, except to the extent that statements in the case of any Company SEC Report that is a registration statement Reports have been modified or superseded by subsequent Company SEC Reports or amendments or supplements thereto filed pursuant or furnished prior to the Securities Act)date hereof, as of its mailing date (in the case of any Company SEC Report that is a proxy statementi) and complied or will comply as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, in each case as in effect on at the date such Company SEC Report was filed, mailed or effective, as applicable, time of its filing and (ii) each Company SEC Report did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all The Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is not required to file any forms, reports, statementsschedules, schedules statements or other documents (including exhibits) with any foreign Governmental Entity that performs a similar function to that of the SECSEC or any securities exchange or quotation service. No executive officer Subsidiary of the Company has failed is subject to make the certifications required of him under (A) Rule 13a-14 and 15d-14 periodic reporting requirements of the Exchange Act or (B) Section 302 is otherwise required to file any forms, reports, schedules, statements or 906 other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the Xxxxxxxx-Xxxxx Act, with respect to SEC or any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging securities exchange or questioning the accuracy, completeness, form or manner of filing of such certificationsquotation service.

Company SEC Reports. (a) Since March 31September 30, 20082009, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules schedules, certificates and other documents (including exhibits) with that have been required to be filed or furnished by it under applicable Laws. References herein to the term “Company SEC that were Reports” shall mean all information filed, furnished or incorporated by reference in any report, form, schedule, statement, certificate or other document required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with since September 30, 2009, including any exhibits and amendments thereto. The Company has made available to Parent true, complete and unredacted copies of (i) Company SEC Reports filed or furnished prior to the SEC on a voluntary basis on Current Reports on Form 8-K anddate of this Agreement, in each case to the extent not publicly filed in unredacted form and (ii) all cases, all exhibits correspondence between the Company (or on its behalf) and schedules thereto, the “Company SEC Reports”)SEC. As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with under the SECExchange Act. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since March 31June 3, 20082004, the Company has filed all formsor otherwise transmitted each registration statement, reportsprospectus, statementsdefinitive proxy statement or information statement, schedules form, report, schedule and other documents document (including exhibitstogether with all amendments thereof and supplements thereto) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with pursuant to the SEC on a voluntary basis on Current Reports on Form 8-K andExchange Act or the Securities Act, each as in all cases, all exhibits and schedules theretoeffect as of the date of the respective filing (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of its effective date (in the case of their respective dates, after giving effect to any Company SEC Report that is a registration statement amendments or supplements thereto filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such amended or superseded filing), Company SEC Reports (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and the XxxxxxxxSaxxxxxx-Xxxxx ActXct of 2002 and any rules and regulations promulgated thereunder (the “Saxxxxxx-Xxxxx Xct”), each as in effect on as of the date such Company SEC Report was filed, mailed or effective, as applicableof the respective filing, and (ii) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading (other than to the extent such statement or fact was provided to the Company by, or on behalf of, Parent specifically for inclusion in the Proxy Statement). True Each of the Company SEC Reports, if not yet filed, when so filed will comply in all material respects with the applicable requirements of the Exchange Act, the Securities Act and correct copies the Saxxxxxx-Xxxxx Xct, each as in effect as of all the date of the respective filing. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports filed prior and (ii) to the date hereof have been furnished to Parent Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing review, comment or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of investigation by the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed are, or have been, subject to make the certifications required reporting requirements of him under (ASection 13(a) Rule 13a-14 and 15d-14 or 15(d) of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31May 1, 20082011, the Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports, and the Company has Made Available to Investor correct and complete copies of all material correspondence between the SEC, on one hand, and the Company or any of its Subsidiaries, on the other hand, since May 1, 2011. As of the date hereof, none of the Company SEC Reports is subject to outstanding SEC comment or investigation.

Company SEC Reports. Since January 1, 2018 (a) Since March 31, 2008the “Lookback Date”), the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law Laws (all such forms, reports, statements, schedules statements and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing made at least two Business Days prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report 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 thereinin this Agreement, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed Report and the statements contained in certifications filed with the Company SEC Reportseach such certification are complete and correct in all material respects. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, (i) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and (ii) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. Company Financial Statements.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof, and the Company will file prior to the Effective Time of the Merger all forms, reports and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the Securities Act)case may be, as of its mailing date (filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case of any may be, each as in effect on the date such Company SEC Report that is a proxy statementwas, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Elevation or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) and as database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXXEXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Company SEC Reports. (a) Since March 31August 1, 20082013, the Company has filed all forms, reports. schedules, statements, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statementsschedules, schedules statements and other documents, as amended and supplemented, and together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a Table of Contents material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date hereof, none of the Company SEC Reports is subject to outstanding SEC comment or, to the Company’s Knowledge, investigation.

Company SEC Reports. (a) Since March 31January 3, 20082009, the Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law Laws, subject to any extensions permitted by applicable Laws (all such forms, reports, statements, schedules and other documents, together collectively with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules amendments thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is is, or at any time since January 3, 2009 has been, required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has made available to Parent all material correspondence between the SEC and the Company from January 3, 2009 to the date hereof, the Company will make available to Parent as promptly as practicable all material correspondence between the SEC and the Company after the date hereof, and there are no material outstanding or unresolved comments received from the SEC with respect to the Company SEC Reports.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the Securities Act)case may be, as of its mailing date (filing date, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case of any may be, each as in effect on the date such Company SEC Report that is a proxy statementwas, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) and as database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and, at the time of filing or submission of each such certification, such certification was true and accurate. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.