Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Since June 1, 2004, the Company has filed all reports, schedules, forms, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1or Nasdaq (such documents, 2014 (as such documents they have been amended since the respective time of their filing been amended or supplementedfiling, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, the Exchange ActAct or the Laws of any such jurisdiction, as the case may be, and the rules and regulations promulgated thereunder applicable to such Company SEC Reports, and, as of their respective dates, or, if amended, the date of such amendment. None of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that, if the Company amends any of the Company SEC Reports, the fact of the filing of such amendment shall not, in and of itself, be deemed to mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. Except by reason of their serving as guarantors of the Notes, no Subsidiary is required to file any form, report or other document with the SEC. (b) The financial statements of the Company included in the Company SEC Reports were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), as then in effect, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Company 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 and any other adjustments described therein). (c) Except as and to the extent set forth in the financial statements of the Company included in the Company SEC Reports that have been filed with the SEC prior to the date of this Agreement, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) did incurred in the ordinary course of business and in a manner consistent with past practice since July 1, 2006, or (iii) that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company’s disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. (e) Since December 14, 2005, the Company has not disclosed to the Company’s independent registered accounting firm and the audit committee of the Company’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (f) Since December 14, 2005, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 when next due. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any applicable Company SEC Report. (h) The Company has delivered to Parent a true and correct copy of its latest draft of the Annual Report on Form 10-K prepared to be filed with the SEC in respect of its latest fiscal year. To the best of the Company’s information and belief, such draft does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company and its Subsidiaries have has timely filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the Securities Act, with the SEC since January 1, 2014 2017 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, each of the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the Securities Act as in effect on the date such Company SEC Report was filed and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. The Company’s Subsidiaries are not required to file or furnish any forms, reports or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports, including in Company SEC Reports filed following the date hereof, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments adjustments, which will not be material in amount or effect, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all material information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances (1) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (2) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company’s Board of Directors, and (3) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since January 1, 2017, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any such Subsidiary, has reported to the Company’s chief legal counsel or chief executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any such Subsidiary or any of their respective officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has provided Parent with true, accurate and complete copies of all material correspondence between the Company and the SEC, in each case since January 1, 2017. There are no outstanding or unresolved comments in any comment letters received by the Company from the SEC staff since January 1, 2017 relating to any reports filed or submitted to the SEC by the Company. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments or supplements thereto (the “Proxy Statement”), to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or subject matter that has become false or misleading. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement.

Company SEC Reports. (a) The Company has filed with the SEC at or prior to the time due, and its Subsidiaries have Parent has had reasonable access to copies of, all forms, reports, schedules, statements and other documents required to be filed each report and definitive proxy statement with the SEC by the Company since January 1, 1997 (together with all amendments thereof and supplements thereto) required to be filed information incorporated therein by reference, the "Company or any of its Subsidiaries pursuant to SEC Reports"). The Company confirms that the Exchange Act filings on record with the SEC since January 1are true and complete copies of the Company's filings. No Subsidiary of the Company is required to file any form, 2014 (as such documents have since report, schedule, statement or other document with the time of their filing been amended or supplemented, the “Company SEC Reports”)SEC. As of their respective datesdates or, after giving effect to any amendments or supplements thereto filed prior to if amended, as of the date hereofof the last such amendment, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports at the time they were filed 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. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) included in the Company SEC Reports complied Reports, as well as the financial statements for the year ended December 31, 2000 (a copy of which has been provided to Parent), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC"GAAP") and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the their respective consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (a) to the extent disclosed in the Company SEC Reports filed prior to the date hereof or in Section 4.8 of the Company Disclosure Schedule and (b) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice, since December 31, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company SEC Reports. (a) The Company has delivered to Parent and its Subsidiaries have filed Merger Sub true and complete copies of each registration statement, report and definitive proxy or information statement (together with all including exhibits and any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1998 (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Company SEC Reports”"). As of their the respective datesdates the Company SEC Reports were filed or, after giving effect to if any amendments or supplements thereto filed prior to such Company SEC Reports were amended, as of the date hereofsuch amendment was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and Exchange ActAct (as those terms are defined below), and the rules and regulations promulgated thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. . Each of (bi) The the audited consolidated financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended June 30, 1999 (the "Audited Financial Statements") and (ii) the unaudited consolidated interim consolidated financial statements for the Company (includingincluding any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended March 30, 2000 (the "Interim Financial Statements," and together with the Audited Financial Statements, the "Company Financial Statements"), fairly present, in each caseconformity with generally accepted accounting principles, the notes, if any, thereto) included as in effect in the Company SEC Reports complied as United States, from time to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP time ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectthereto), in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the respective periods then endedended (subject to normal year-end adjustments and GAAP footnotes in the case of any unaudited interim financial statements).

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2009 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company has filed with or otherwise furnished to the Securities and its Subsidiaries have filed each report Exchange Commission (the “SEC”) all forms, reports, schedules, statements and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by it under the Company Securities Act or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2003 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and the rules and regulations thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form Company’s annual report on Form 10-K for the fiscal year ended December 31, 2005 (including any related notes and schedules) fairly present, in all material respects with the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedset forth therein, and in each case were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or the Company SEC Reports. (d) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since December 31, 2004, the Company has not received any written notification from its independent auditors of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls. For the purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date of this Agreement. (f) There are no liabilities or obligations of the Company or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company other than: (i) liabilities or obligations disclosed or provided for in the audited consolidated balance sheet of the Company as of December 31, 2005 (the “Current Balance Sheet”) contained in the Company’s Form 10-K for the year ended December 31, 2005 or disclosed in the notes thereto; (ii) liabilities or obligations incurred after December 31, 2005 in the ordinary course of the Company’s business, including, without limitation, any liabilities or obligations under any agreement, lease, note, mortgage or indenture; (iii) liabilities under this Agreement or incurred in connection with the transactions contemplated by this Agreement; and (iv) other liabilities that do not have, either individually or in the aggregate, a Material Adverse Effect (g) The Company’s Form 10-K for the year ended December 31, 2005, when filed with the SEC, will be substantially identical to the draft of the Form 10-K for the year ended December 31, 2005 attached as Section 3.6(g) of the Company Disclosure Letter, other than with respect to subsequent events occurring after the date of this Agreement, which are disclosed on the Form 10-K for the year ended December 31, 2005 that is filed with the SEC.

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2004 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2018 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, there are no material unresolved comments received from the SEC staff with respect to the Company SEC Reports on or prior to the date hereof. To the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes). (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Reports.

Company SEC Reports. (a) The Except as indicated in the attached Disclosure Schedule 4.15(a), the Company has filed all registration statements, prospectuses, reports, schedules, forms, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 for the last three fiscal years of the Company (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports when filed (iior, if amended or superseded by a filing before the date of this Agreement, then on the date of such filing) did not contain 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. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) Company included in the Company SEC Reports (including any related notes) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K, as applicable, of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments (which were not and are not expected to be material in amount).

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1March 31, 2014 2017 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereofof this Agreement, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company has delivered to American General Corporation true and its Subsidiaries have filed complete copies of each registration statement, report and definitive proxy or information statement (together with all including exhibits and any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1994 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Company SEC Reports”"). As of their the respective datesdates the Company SEC Reports were filed or, after giving effect to if any amendments or supplements thereto filed prior to such Company SEC Reports were amended, as of the date hereofsuch amendment was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and Exchange Act, and the rules and regulations promulgated thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. . Each of (bi) The the audited consolidated financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and (ii) the unaudited consolidated interim consolidated financial statements for the Company (includingincluding any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, fairly present, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectthereto), in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the respective periods then endedended (subject to normal year-end adjustments, in the case of any unaudited interim financial statements).

Company SEC Reports. (a) The Company has filed with the SEC all forms, documents and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) reports required to be filed by the Company or any of its Subsidiaries pursuant furnished prior to the Exchange Act date hereof by it with the SEC since January 1April 16, 2014 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports at the time they were 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is subject to ongoing SEC review. To the Knowledge of the Company, none of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of the Company’s consolidated group. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including all related notes and schedules) of the notes, if any, thereto) Company included in the Company SEC Reports complied as to form fairly present in all material respects with the published rules and regulations consolidated financial position of the SEC with respect Company and its consolidated Subsidiaries as and at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, ) and were prepared in accordance conformity with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedthereto).

Company SEC Reports. (a) The Company has delivered to Purchaser true and its Subsidiaries have filed complete copies of each registration statement, report and definitive proxy or information statement (together with all including exhibits and any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1992 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Company SEC Reports”"). As of their the respective datesdates the Company SEC Reports were filed or, after giving effect to if any amendments or supplements thereto filed prior to such Company SEC Reports were amended, as of the date hereofsuch amendment was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and Exchange Act, and the rules and regulations promulgated thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. . Each of (bi) The the audited consolidated financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and (ii) the unaudited consolidated interim consolidated financial statements for the Company (includingincluding any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, fairly present, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectthereto), in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the respective periods then endedended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Company SEC Reports. (a) The Company has filed with the SEC all forms, documents and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) reports required to be filed by the Company or any of its Subsidiaries pursuant furnished prior to the Exchange Act date hereof by it with the SEC since January 1April 16, 2014 (as such documents have since the time of their filing been amended or supplemented, the “"Company SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports at the time they were 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is subject to ongoing SEC review. To the Knowledge of the Company, none of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of the Company's consolidated group. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including all related notes and schedules) of the notes, if any, thereto) Company included in the Company SEC Reports complied as to form fairly present in all material respects with the published rules and regulations consolidated financial position of the SEC with respect Company and its consolidated Subsidiaries as and at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, ) and were prepared in accordance conformity with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedthereto).

Company SEC Reports. (a) The Company has filed with the SEC at or prior to the time due, and its Subsidiaries have Parent has had reasonable access to copies of, all forms, reports, schedules, statements and other documents required to be filed each report and definitive proxy statement with the SEC by the Company since January 1, 1997 (together with all amendments thereof and supplements thereto) required to be filed information incorporated therein by reference, the "Company or any of its Subsidiaries pursuant to SEC Reports"). The Company confirms that the Exchange Act filings on record with the SEC since January 1are true and complete copies of the Company's filings. No Subsidiary of the Company is required to file any form, 2014 (as such documents have since report, schedule, statement or other document with the time of their filing been amended or supplemented, the “Company SEC Reports”)SEC. As of their respective datesdates or, after giving effect to any amendments or supplements thereto filed prior to if amended, as of the date hereofof the last such amendment, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports at the time they were filed 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. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) included in the Company SEC Reports complied Reports, as well as the financial statements for the year ended December 31, 2000 (a copy of which has been provided to Parent), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC"GAAP") and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the their respective consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (a) to the extent disclosed in the Company SEC Reports filed prior to the date hereof or in Section 4.8 of the Company Disclosure Schedule and (b) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice, since December 31, 2000, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company SEC Reports. (a) The During the three-year period prior to the date hereof, the Company has filed with the SEC all forms, documents and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) reports required to be filed by the Company or any of its Subsidiaries pursuant furnished prior to the Exchange Act such date with the SEC since January 1(all such forms, 2014 (as documents and reports filed during such documents have since the time of their filing been amended or supplementedperiod, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Company SEC Reports (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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports at the time they were filed, or if amended, at the time 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. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including all related notes and schedules) of the notes, if any, thereto) Company included in the Company SEC Reports complied as to form fairly present in all material respects with the published rules and regulations consolidated financial position of the SEC with respect Company and its consolidated Subsidiaries as and at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, ) and were prepared in accordance all material respects in conformity with GAAP U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedthereto).

Company SEC Reports. (ai) The Company and its Subsidiaries have filed each report Each report, registration statement, certification and definitive proxy statement (together with all amendments thereof and supplements thereto) which was required to be filed or furnished by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2015 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments ) did not at the time it was filed or supplements thereto filed furnished (and if amended or superseded by a filing prior to the date hereofof this Agreement, then on the Company SEC Reports (idate of such filing and as so amended or superseded) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (bii) As of the date of this Agreement, to the Knowledge of the Company, there are no unresolved SEC comments with respect to the Company SEC Reports. (iii) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) included Company contained in the Company SEC Reports (A) were prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (B) fairly present, in all material respects, the financial position and consolidated results of operations and cash flows, as the case may be, of the Company and its Subsidiaries as of their respective dates or for the respective periods set forth therein, except that the unaudited interim financial statements were, are or will be subject to normal adjustments as will not be material to the Company and its Subsidiaries, taken as a whole, and (C) complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2004 (as such documents have since the time of their filing been amended or supplemented, the “"Company SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (ai) The Other than as set forth on Section 3.01(e)(i) of the Company Disclosure Schedule, the Company has timely filed with or furnished to the SEC all forms, reports, statements, certifications and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2012 (as such collectively, and in each case including all exhibits and schedules thereto and documents have since the time of their filing been amended or supplementedincorporated by reference therein, the “Company SEC ReportsDocuments”). As of their respective dates, after giving effect to any amendments or supplements thereto effective dates (in the case of Company SEC Documents that are registration statements filed prior pursuant to the date hereofrequirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Reports (i) Documents complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, 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 (iior, 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) did not contain 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. (bii) The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) Company included in the Company SEC Reports Documents (including the related notes and schedules), as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), complied as to form in all material respects with the all applicable published rules and regulations of the SEC with respect theretothereto (except, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q and Regulation S-X of the SEC), were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations of the SEC, including Regulation S-X), and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries (the “Consolidated Company”) as of the respective dates thereof and the consolidated results statements of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the respective periods then endedshown therein. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. (iii) Other than as set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the notes thereto (the “Balance Sheet”) of the Company as of June 30, 2015 (the “Balance Sheet Date”) included in the Company SEC Documents, (B) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, or (C) as specifically contemplated by this Agreement or otherwise in connection with the consummation of the Transactions, including those transaction fees set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule. (iv) Other than as set forth on Section 3.01(e)(iv) of the Company Disclosure Schedule or as described in the Company’s Form 10-K for the year ended December 31, 2014 and its Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015: (a) since January 1, 2012, the Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act; (b) the Company’s disclosure controls and procedures are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (c) the Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Documents that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation, and (d) based on Company management’s most recently completed evaluation of the Company’s internal control over financial reporting, (1) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) the Company does not have any Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2012, to the Knowledge of the Company, no executive officer or director of the Company has received or otherwise had or obtained knowledge of, and to the Knowledge of the Company, no auditor, accountant, or representative of the Company has provided written notice to the Company or any executive officer or director of, any substantive complaint or allegation that the Company or any Company Subsidiary has engaged in improper accounting practices. For the purposes of this Section 3.01(e)(iv), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2007-005A of the Public Company Accounting Oversight Board, as in effect on the date hereof.

Company SEC Reports. (a) The Except as set forth in Section 4.7 of the Company Disclosure Letter, the Company has filed on a timely basis with the SEC all forms, documents and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) reports required to be filed by the Company or any of its Subsidiaries pursuant furnished prior to the Exchange Act date hereof by it with the SEC since January February 1, 2014 2005 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Securities Act and/or the Exchange Act, as the case may be, and (ii) did not contain the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports at the time they were 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and, to the Company’s Knowledge, none of the Company SEC Reports is the subject of an ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including all related notes and schedules) of the notes, if any, thereto) Company included in the Company SEC Reports complied as to form fairly present in all material respects with the published rules and regulations consolidated financial position of the SEC Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto) in conformity with respect theretoUnited States generally accepted accounting principles (“GAAP”) (except, were prepared in accordance with GAAP the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedthereto).

Company SEC Reports. (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2011 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) 4.5.1 The Company and its Subsidiaries have has filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act SEC Reports with the SEC since January 1, 2014 (as such documents have since the time 1993, each of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) which has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of their respective dates, and (ii) did not contain none of the Company SEC Reports 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. (b) . The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including, in each case, of the notes, if any, thereto) Company included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance conformity with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectfairly, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the their consolidated results of their operations and cash flows for the respective periods then endedended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has previously provided or made available to Parent complete and correct copies of each of the Company SEC Reports filed since January 1, 1993 and on or prior to the date of this Agreement. 4.5.2 Except as disclosed or recorded in the unaudited consolidated balance sheet of the Company and its subsidiaries at September 30, 1996 or as set forth on Schedule 4.5.2, the Company and its subsidiaries have no liabilities of any nature (whether arising out of contract, tort, statute or otherwise and whether direct or indirect, accrued, matured or unmatured, asserted or unasserted, absolute, contingent or otherwise), except for Liabilities incurred in the ordinary course of business since September 30, 1996 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Company SEC Reports. (a) The Company and its Subsidiaries Subsidiaries, including, without limitation, IsoTis, S.A., have filed each report and registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other document (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act or the Securities Act or comparable foreign law or regulation with the SEC or any comparable foreign regulatory authority or exchange since January 1, 2014 2004 (as such documents have since the time of their filing been amended or supplemented, the “"Company SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company or its predecessor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company has filed with or otherwise furnished to the Securities and its Subsidiaries have filed each report Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by it under the Company Securities Act or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1July 19, 2014 2007 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended, as of the date of such amendment) (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2008 (including any related notes and unaudited interim consolidated schedules) and the other financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form fairly present, in all material respects with the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedset forth therein, and in each case were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). (c) There is no material liability or obligation of the Company or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) that would, in accordance with GAAP be required to be disclosed on a balance sheet other than: (i) liabilities or obligations disclosed or provided for in the audited consolidated balance sheet of the Company as of December 31, 2008 or disclosed in the notes thereto (the “Company Current Balance Sheet”); (ii) liabilities or obligations incurred after December 31, 2008 in the ordinary course of the Company’s business; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of the Company or any of its Subsidiaries; and (v) other liabilities or obligations which would not, either individually or in the aggregate, have a Company Material Adverse Effect.

Company SEC Reports. (a) The Company has delivered to Purchaser true and its Subsidiaries have filed complete copies of each registration statement, report and definitive proxy or information statement (together with all including exhibits and any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1993 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Company SEC Reports”"). As of their the respective datesdates the Company SEC Reports were filed or, after giving effect to if any amendments or supplements thereto filed prior to such Company SEC Reports were amended, as of the date hereofsuch amendment was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and Exchange Act, and the rules and regulations promulgated thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. . Each of (bx) The the audited consolidated financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and (y) the unaudited consolidated interim consolidated financial statements for the Company (includingincluding any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, fairly present, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectthereto), in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated the Company Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the respective periods then endedended (subject to normal year-end adjustments, in the case of any unaudited interim financial statements).

Company SEC Reports. (a) The Company has delivered to Parent and its Subsidiaries have filed Merger Sub true and complete copies of each registration statement, report and definitive proxy or information statement (together with all including exhibits and any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1998 (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Company SEC Reports”"). As of their the respective datesdates the Company SEC Reports were filed or, after giving effect to if any amendments or supplements thereto filed prior to such Company SEC Reports were amended, as of the date hereofsuch amendment was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and Exchange ActAct (as those terms are defined below), and the rules and regulations promulgated thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. . Each of (bi) The the audited consolidated financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended June 30, 1999 (the "Audited Financial Statements") and (ii) the unaudited consolidated interim consolidated financial statements for the Company (includingincluding any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended March 30, 2000 (the "Interim Financial Statements," and together with the Audited Financial Statements, the "Company Financial Statements"), fairly present, in each caseconformity with generally accepted accounting principles, the notes, if any, thereto) included as in effect in the Company SEC Reports complied as United States, from time to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP time ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.notes

Company SEC Reports. (ai) The Company and its Subsidiaries have filed each report Each report, registration statement, certification and definitive proxy statement (together with all amendments thereof and supplements thereto) which was required to be filed or furnished by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2009 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments ) did not at the time it was filed or supplements thereto filed furnished (and if amended or superseded by a filing prior to the date hereofof this Agreement, then on the Company SEC Reports (idate of such filing and as so amended or superseded) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (bii) As of the date of this Agreement, to the Knowledge of the Company, there are no unresolved SEC comments with respect to the Company SEC Reports. (iii) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) included Company contained in the Company SEC Reports (A) were prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (B) fairly present, in all material respects, the financial position and consolidated results of operations and cash flows, as the case may be, of the Company and its Subsidiaries as of their respective dates or for the respective periods set forth therein, except that the unaudited interim financial statements were, are or will be subject to normal adjustments as will not be material to the Company and its Subsidiaries, taken as a whole, and (C) complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company has filed with the SEC all forms, reports, schedules, statements, certifications and its Subsidiaries have filed each report and definitive proxy statement other documents (together with including all exhibits, amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC it since January 1, 2014 2006 under the Securities Act or the Exchange Act (as all such documents have since the time of their filing been amended or supplementedforms, reports, schedules, statements, certificates and other documents, collectively, the “Company SEC Reports”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC. As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (iand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form (a) complied, in all material respects respects, with the all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (iib) 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 therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including, in each case, the notes, if any, thereto“Financial Statements”) included or incorporated by reference in the Company SEC Reports complied as to form (including any related notes and schedules) fairly present, in all material respects with respects, the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results statements of their operations and operations, cash flows and changes in stockholders’ equity for the respective periods then endedset forth therein and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as otherwise disclosed in the notes thereto and subject, where appropriate, to normal period-end adjustments that would not be material in amount or effect). As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. To the Company’s knowledge, none of the Company SEC Reports is subject of ongoing SEC review or outstanding SEC comment. (b) The Company has made available or promptly will make available to Parent and Merger Sub a complete and correct copy of any amendments or modifications to any Company SEC Reports filed prior to the date hereof that are required to be filed with the SEC but have not yet been filed with the SEC. (c) Since January 1, 2005, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the National Association of Securities Dealers, Inc. (i) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. (ii) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, to the knowledge of the Company, the Company has not received any complaints since the Balance Sheet Date regarding accounting, internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters. (iii) As of the date hereof, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting.

Company SEC Reports. (a) The Company and its Subsidiaries have has filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), with the SEC since January 1September 28, 2014 2012 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, each of the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. The Company’s Subsidiary is not required to file or furnish any forms, reports or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments adjustments, which are not expected to be material in amount or effect, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiary as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The management of the Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to provide reasonable assurance that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting sufficient to provide reasonable assurances (1) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (2) that receipts and expenditures of the Company and its Subsidiary are being made only in accordance with authorizations of management and the Company’s Board of Directors, and (3) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiary’s assets that could have a material effect on the Company’s financial statements, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments or supplements thereto (the “Proxy Statement”), to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or subject matter that has become false or misleading. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement.

Company SEC Reports. (a) The Company and its Subsidiaries have has filed with or furnished to the SEC, on a timely basis, each report and report, definitive proxy statement and other documents (together with all amendments thereof and supplements thereto) required to be filed or furnished by the Company or any of its Subsidiaries with the SEC pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2013 (as such documents have since the time of their filing been amended or supplementedsupplemented and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Reports”). As of their respective dateseffective dates (in the case of registration statements), as of their respective dates of mailing (in the case of definitive proxy statements) and as of their respective filing dates (in the case of all other Company SEC Reports), after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC thereunder and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company is, or has been at any time since December 31, 2013, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act or is otherwise required to file any reports, proxy statements or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal and recurring year-end adjustments adjustments, which, individually or in the aggregate, were not and would not be reasonably expected to be material, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The management of the Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since December 31, 2013. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments or supplements thereto (the “Proxy Statement”), to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first distributed to stockholders of the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first distributed to stockholders of the Company or at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

Company SEC Reports. (a) The Company and its Subsidiaries have filed or furnished each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed or furnished by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2022 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereofof this Agreement, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports Reports, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January April 1, 2014 2021 through the date hereof, pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed or furnished, as such applicable, prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents have since the time of their filing been amended or supplemented(other than exhibits) incorporated by reference therein, collectively, the “Company SEC Reports”). As , each of their respective dateswhich complied at the time of filing or furnishing, after giving effect to any amendments or supplements thereto filed prior to the date hereofas applicable, the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, as applicable, in each case as in effect on the dates such forms, reports and (ii) did not contain documents were filed or furnished. As of its respective date, and if amended, as of the date of the last such amendment, no Company SEC Report, when filed or furnished, 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. All exhibits that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and complete copies of the Company SEC Reports are available for public access via the SEC’s ▇▇▇▇▇ system. (b) The audited As of their respective dates, the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included or incorporated in the most recent Company SEC Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . The Financial Statements and the related notes have been prepared in accordance with GAAP applied on a consistent basis the International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee, consistently applied, during the periods involved (except as may be otherwise indicated therein or in the Financial Statements or the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position and the results of the operations of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations Subsidiaries, retained earnings (loss), and cash flows flows, as the case may be, for the respective periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

Company SEC Reports. Exclusive of the exhibits thereto, the Company has delivered to Parent true and complete copies of each registration statement, periodic and other reports and information or proxy statements, including, without limitation, its Annual Reports to Stockholders incorporated in material part by reference in certain of such reports, in the form (a) The Company and its Subsidiaries have filed each report and definitive proxy statement (together with all including any amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 1997 (as collectively, the "Company SEC Reports"). As of the respective dates the Company SEC Reports were filed or, if any such documents have since the time of their filing been Company SEC Report was amended or supplemented, the “Company SEC Reports”). As as of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereofsuch amendment or supplement was filed, each of the Company SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Company (including, in each case, the notes, if any, theretoincluding any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the fiscal years ended December 27, 1997, and December 28, 1996 and its Quarterly Reports on Form 10-Q for all interim periods subsequent to December 27, 1997 were prepared based upon and are consistent with the books and records of the Company SEC Reports complied as to form and the Company Subsidiaries (which books and records are correct and complete in all material respects respects) and fairly present, in conformity with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subjectthereto), in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof its date and the consolidated results of their operations and cash flows changes in financial position for the respective periods period then endedended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Company SEC Reports. (a) The Company and its Subsidiaries Subsidiaries, including, without limitation, IsoTis, S.A., have filed each report and registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other document (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Exchange Act or the Securities Act or comparable foreign law or regulation with the SEC or any comparable foreign regulatory authority or exchange since January 1, 2014 2004 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of the Company or its predecessor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. (a) The Except as set forth in the Company Letter, since January 1, 1999, the Company has timely filed, and its Subsidiaries have filed each report will timely file, all reports, registration statements, proxy statements and definitive proxy statement (other materials, together with all any amendments thereof and supplements required to be made with respect thereto) , that were required to be filed at any time by the Company with the SEC under the Securities Act or any of its Subsidiaries pursuant to the Exchange Act or with the SEC since January 1, 2014 Nasdaq (all such reports and statements are collectively referred to herein as such documents have since the time of their filing been amended or supplemented, the “"Company SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company SEC Reports (i) Reports, including the financial statements contained therein, complied as to form in all material respects with the requirements all of the Exchange Actstatutes and published rules and regulations enforced or promulgated by the SEC and the Nasdaq, and (ii) 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 therein, in light of the circumstances under which they were made, not misleading. (b) misleading and were complete and accurate in all material respects. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) included Company contained in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in accordance with the applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements included thereinstatements, to normal year-end adjustments and the absence of complete footnotesfootnotes and to normal, recurring adjustments, none of which would be material) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated subsidiaries for the respective periods then endedpresented therein, respectively.