Common use of Financial Reports and SEC Documents Clause in Contracts

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC Documents, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOX.

Financial Reports and SEC Documents. (a) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since January 1, 2004 and filed with the SEC, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30January 1, 2003 2004 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032004 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement and at or prior to the Effective Time will comply, in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement and at or prior to the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement and at or prior to the Effective Time, will include all certificates certifications required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control over financial reporting report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of an SEC review.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30January 1, 2003 2006 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032006, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amendedAct, and complied in all respects with the rules and regulations promulgated thereunder (the “Securities Act”)then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents filed or furnished on or prior to the date of this Agreement included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, (i) neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of the certifications required by SOX and made by its chief executive officer and chief financial officer and (ii) there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents.

Financial Reports and SEC Documents. (a) The Parent has made available to the Company each registration statement, report, proxy statement or information statement prepared by it since January 1, 2004 and filed with the SEC, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. Parent has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30January 1, 2003 2004 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032004 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company Parent SEC Documents”). Each of the Company Parent SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company Parent SEC Document has been modified or superseded in any subsequent Company Parent SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of the Parent SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933Act), and complied or will comply, as amendedapplicable, and in all material respects with the rules and regulations promulgated thereunder (the “Securities Act”)then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company Parent SEC Document filed and publicly available prior to the date of this Agreement, the Company Parent SEC Documents did not not, and any Parent SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company Parent SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement and prior to the Effective Time, will include all certificates certifications required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control over financial reporting report and attestation of the CompanyParent’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC staff with respect to the Parent SEC Documents. To the Knowledge of Parent, none of Parent SEC Documents is the subject of an SEC review.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30December 31, 2003 2010 (the forms, statements, reports and documents filed or furnished with the SEC since September 30December 31, 20032010 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOXDocuments.

Financial Reports and SEC Documents. (ai) The Company Since December 14, 2006, Cal Dive has filed or furnished with the SEC all material forms, statements, reports reports, and documents required to be filed or furnished by it under the Exchange Act and the Securities Act. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and all other reports, registration statements, definitive proxy statements, or information statements filed by Cal Dive or any of its Subsidiaries subsequent to December 31, 2006 under the Securities Act or under the Exchange Act in the form filed with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments theretocollectively, the “Company Cal Dive SEC Documents”). Each , (A) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of the Company SEC Documents, at the time of its their respective filing dates (except as and to the extent such Company SEC Document has been modified amended or superseded in any subsequent Company SEC Document filed and publicly available supplemented prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company , and (y) each of the balance sheets contained in or incorporated by reference into any such Cal Dive SEC Document (including the related notes and schedules thereto) fairly presents the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Cal Dive SEC Documents included all certificates required to be included therein pursuant to Sections 302 (including any related notes and 906 schedules thereto) fairly presents the results of operations, changes in stockholders’ equity, and changes in cash flows, as the case may be, of the Xxxxxxxx-Xxxxx Act of 2002entity or entities to which it relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except, in each case, as amendedmay be noted therein, and subject to normal year-end audit adjustments in the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation case of the Company’s outside auditors required by Section 404 of SOXunaudited statements.

Financial Reports and SEC Documents. (a) The Company has made available to Purchaser each registration statement, report, proxy statement or information statement prepared by it since January 1, 2006 and filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30January 1, 2003 2006 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032005 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933Act, and complied or will comply, as amendedapplicable, and in all material respects with the rules and regulations promulgated thereunder (the “Securities Act”)then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any documents with the SEC or any national securities exchange or quotation service or comparable Governmental Entity. The Company SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement, will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of an SEC review.

Financial Reports and SEC Documents. (aSeller registered its Common Stock pursuant to Section 12(g) of the Exchange Act in 1999. The Company has Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished all forms, statements, reports and documents required to be filed subsequent to December 31, 1999 under the Securities Act or furnished by it under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments theretocollectively, the “Company "SEC Documents”"). Each , of Seller or any of its Subsidiaries, as of the Company SEC Documents, at the time of its filing date filed (except as and to the extent such Company SEC Document has been modified A) complied or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied will comply in all material respects as to form with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (B) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets contained in or incorporated by reference into any such SEC Document of Seller or any of its Subsidiaries, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents included all certificates required to be included therein pursuant to Sections 302 of Seller or any of its Subsidiaries (including any related notes and 906 schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Xxxxxxxxentity or entities to which it relates for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-Xxxxx Act end audit adjustments in the case of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOXunaudited statements.

Financial Reports and SEC Documents. (a) The Company It or its predecessor has filed or furnished its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, and all formsother reports, registration statements, reports and documents definitive proxy statements or information statements required to be filed or furnished by it with or any of its Subsidiaries subsequent to December 31, 1994 under the SEC pursuant to Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act or other applicable securities statutes(collectively, regulationsits "SEC Documents"), policies with the SEC, and rules since September 30all its SEC Documents filed with the SEC, 2003 (in the forms, statements, reports and documents form filed or furnished with the SEC since September 30to be filed, 2003, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC Documents, at the time of its filing (except as and to the extent such Company SEC Document has been modified i) complied or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied will comply in all material respects as to form with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (ii) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents included all certificates (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as set forth in its SEC Documents, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be included therein pursuant to Sections 302 and 906 of set forth on its consolidated balance sheet or in the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOXnotes thereto.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30December 31, 2003 2004 (the forms, statements, reports and documents filed or furnished with the SEC since September 30December 31, 20032004 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “"Company SEC Documents”"). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act”)") and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“"SOX”"), and the internal control report and attestation of the Company’s 's outside auditors required by Section 404 of SOX.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003Securities and Exchange Commission (“SEC”), including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), ) and complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents filed or furnished on or prior to the date of this Agreement included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of an SEC review.

Financial Reports and SEC Documents. (ai) The Company has Central's Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished all forms, statements, reports and documents required to be filed or furnished by it or any of its Subsidiaries subsequent to December 31, 1994 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Central's "SEC DOCUMENTS") with the SEC pursuant to the Exchange Act or other applicable securities statutesSEC, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments thereto, the “Company SEC Documents”). Each as of the Company SEC Documentsdate filed, at the time of its filing (except as and to the extent such Company SEC Document has been modified A) complied or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied will comply in all material respects as to form with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (B) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Central and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents included all certificates required to be included therein pursuant to Sections 302 (including any related notes and 906 schedules thereto) fairly presents, or will fairly present, the results of the Xxxxxxxx-Xxxxx Act of 2002operations, changes in stockholders' equity and changes in cash flows, as amendedthe case may be, of Central and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Except as Previously Disclosed in its Disclosure Schedule, since December 31, 1996, Central and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since December 31, 1996, (A) Central and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the rules transactions contemplated hereby) and regulations promulgated thereunder (“SOX”B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 5.03 or otherwise), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOX.is reasonably likely to have a Material Adverse Effect with respect to Central. (h)

Financial Reports and SEC Documents. (a) The Company has With respect to the Holdings Parties, Holdings’, and with respect to the Partners Parties, Partners’, Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with or any of its Subsidiaries subsequent to December 31, 2009 under the SEC pursuant to Securities Act, or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act Act, in the form filed, or other applicable securities statutesto be filed (collectively, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments thereto, the “Company SEC Documents”). Each , with the SEC as of the Company SEC Documents, at the time of its filing their respective dates (except as and to the extent such Company SEC Document has been modified i) complied or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied will comply in all material respects as to form with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (ii) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company historical financial statements of Holdings and its consolidated subsidiaries, with respect to the Holdings Parties, and of Partners and its consolidated subsidiaries, with respect to the Partners Parties, contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) (A) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act, and (B) fairly present the financial position, results of operations, partners’ equity and cash flows, as the case may be, of the entity or entities to which they relate as of the dates or for the periods to which such financial statements relate, in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. With respect to Holdings, to the Knowledge of Holdings as of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC, with respect to the SEC Documents included all certificates required of Energy Transfer Equity that have had, or the outcome of which may have, a Material Adverse Effect on Holdings. Notwithstanding anything to be included therein pursuant the contrary herein, no representation or warranty made by Holdings in this clause 5.2(g) applies to Sections 302 and 906 information or data furnished or supplied by or derived from Partners or any of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOXits Subsudiaries.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable federal securities statutes, regulations, policies regulations and rules since September 30January 1, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032003 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company "COMPANY SEC Documents”"). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing or furnishing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed or furnished and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities "SECURITIES Act”)") and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed or furnished and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement, will include all certificates required to be included therein pursuant to Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, and the rules and regulations promulgated regulaxxxxx xxxxxxxxted thereunder (“"SOX”"), and the internal control report and attestation of the Company’s 's outside auditors required by Section 404 of SOX.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable federal securities statutesLaws since November 1, regulations, policies and rules since September 30, 2003 2005 (the forms, statements, reports and documents filed or furnished with the SEC since September 30November 1, 20032005, including any amendments thereto, the “Company SEC Documents”). Each As of the Company SEC Documents, at the time of its filing their respective dates (except as and to the extent that such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, or in the case of Company SEC Documents filed after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents filed or furnished on or prior to the date of this Agreement included all certificates required to be included therein pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOX. As of the date hereof, there are no outstanding or unresolved comments from the SEC in respect to any of the Company SEC Documents.

Financial Reports and SEC Documents. Absence of Certain Changes or ------------------------------------------------------------------ Events. (ai) The Company has Summit's Annual Report on Form 10-K for the fiscal years ended ------ December 31, 2005, 2006 and 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with or any of its Subsidiaries subsequent to December 31, 2004, under the SEC pursuant to Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (in the forms, statements, reports and documents form filed or furnished with the SEC since September 30, 2003, including any amendments thereto, the “Company to be filed (collectively "Summit's SEC Documents”"). Each , as of the Company SEC Documentsdate filed, at the time of its filing (except A) as and to the extent such Company SEC Document has been modified form complied or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied will comply in all material respects with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (B) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets or statements of condition of Summit contained in or incorporated by reference into any of Summit's SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Summit and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders' equity and cash flows or equivalent statements of Summit in any of Summit's SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and cash flows, as the case may be, of Summit and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. Summit's Disclosure Schedule lists, and upon request, Summit has delivered to GAFC, copies of the documentation creating or governing all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Summit or its Subsidiaries, since December 31, 2007. Xxxxxx & Xxxxxx, which has expressed its opinion with respect to the financial statements of Summit and its Subsidiaries (including the related notes) included all certificates required to be included therein pursuant to Sections 302 in the Summit SEC Documents is and 906 has been throughout the periods covered by such financial statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), as amended(y) "independent" with respect to Summit within the meaning of Regulation S-Y, and Z in compliance with subsection (g) through (l) of Section 10A of the rules and regulations promulgated thereunder (“SOX”), Exchange Act and the internal control report and attestation related rules of the Company’s outside auditors required by Section 404 of SOXSEC and the Public Accounting Oversight Board.

Financial Reports and SEC Documents. (ai) The Company following shall be true upon filing of the Post Closing SEC Documents (as defined below in Section 7.8): ATLAS has filed or furnished all forms, statements, periodic reports and documents current reports required to be filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”) for the period from January 1, 2008 until the Effective Time. ATLAS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and all other reports filed or furnished by it to be filed under the Exchange Act, in the form filed together with any amendments required to be made with respect thereto, that were required to be filed with the SEC pursuant to Securities and Exchange Commission under the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments thereto, the “Company SEC Documents”). Each ) as of the Company SEC Documentsdate filed, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), a) complied in all material respects with the applicable requirements of each of under the Exchange Act and the Securities Act of 1933, as amendedAct, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents the consolidated financial position of ATLAS as of its date, and each of the statements of income or results of operations and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents included all certificates required to be included therein pursuant to Sections 302 (including any related notes and 906 schedules thereto) fairly present the consolidated results of the Xxxxxxxx-Xxxxx Act of 2002operations, changes in shareholders’ equity and cash flows, as amendedthe case may be, of ATLAS for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the rules and regulations promulgated thereunder (“SOX”), and absence or limitation of footnotes in the internal control report and attestation case of the Company’s outside auditors required by Section 404 of SOXunaudited statements.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30January 1, 2003 2005 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032005, including any amendments thereto, the “Company SEC Documents”). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amendedAct, and complied in all material respects with the rules and regulations promulgated thereunder (the “Securities Act”)then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents filed or furnished on or prior to the date of this Agreement included all certificates required to be included therein pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of an SEC review.

Financial Reports and SEC Documents. (a) The Company Each of Globespan ----------------------------------- and its Subsidiaries has filed or furnished all reports, prospectuses, forms, schedules, registration statements, reports and documents proxy statements or information statements required to be filed or furnished by it since September 1, 1999 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in the form filed with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30, 2003, including any amendments theretocollectively, the “Company "Globespan SEC Documents”"). ----------------------- Each of the Company Globespan SEC Documents, at including the time of its filing Globespan 2000 10-K and the Globespan 10-Q, (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement), i) complied in all material respects as to form with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules and regulations promulgated thereunder (the “Securities Act”). As ii) as of their respective dates, its filing date (except as and to the extent modified amended or superseded in any subsequent Company SEC Document filed and publicly available supplemented prior to the date of this Agreementhereof), the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company ; and each of the balance sheets contained in or incorporated by reference into any such Globespan SEC Document (including the related notes and schedules thereto) fairly presents the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Globespan SEC Documents included all certificates required to be included therein pursuant to Sections 302 (including any related notes and 906 schedules thereto) fairly presents the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the Xxxxxxxx-Xxxxx Act of 2002entity or entities to which it relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except, in each case, as amendedmay be noted therein, and subject to normal year-end audit adjustments in the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation case of the Company’s outside auditors required by Section 404 of SOXunaudited statements.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable federal securities statutes, regulations, policies regulations and rules since September 30January 1, 2003 (the forms, statements, reports and documents filed or furnished with the SEC since September 30January 1, 20032003 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “"Company SEC Documents”"). Each of the Company SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing or furnishing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed or furnished and publicly available prior to the date of this Agreement), complied complied, and each of the Company SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act”)") and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed or furnished and publicly available prior to the date of this Agreement, the Company SEC Documents did not not, and any Company SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement, will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“"SOX”"), and the internal control report and attestation of the Company’s 's outside auditors required by Section 404 of SOX.

Financial Reports and SEC Documents. (a) The Company PhotoWorks has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 3025, 2003 2004 (the forms, statements, reports and documents filed or furnished with the SEC since September 3025, 20032004 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company PhotoWorks SEC Documents”). Each of the Company PhotoWorks SEC DocumentsDocuments filed or furnished on or prior to the date of this Agreement, at the time of its filing (except as and to the extent such Company PhotoWorks SEC Document has been modified or superseded in any subsequent Company PhotoWorks SEC Document filed and publicly available prior to the date of this Agreement), complied complied, and each of PhotoWorks SEC Documents filed or furnished after the date of this Agreement will comply, in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates, except as and to the extent modified or superseded in any subsequent Company PhotoWorks SEC Document filed and publicly available prior to the date of this Agreement, the Company PhotoWorks SEC Documents did not not, and any PhotoWorks SEC Documents filed or furnished with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company PhotoWorks SEC Documents included filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement, will include all certificates required to be included therein pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation . Neither PhotoWorks nor any of the Company’s outside auditors required by Section 404 A-16 PhotoWorks Subsidiaries has outstanding (nor has arranged or modified since the enactment of SOX) any “extension of credit” (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of PhotoWorks or any of the PhotoWorks Subsidiaries.

Financial Reports and SEC Documents. (a) The Company has Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant subsequent to December 31, 2011 under the Securities Act, or under Section 13, 14 or 15(d) of the Securities Exchange Act or other applicable securities statutes, regulations, policies and rules since September 30, 2003 of 1934 as amended (the forms“Exchange Act”), statements, reports and documents in the form filed or furnished with the SEC since September 30, 2003, including any amendments theretoto be filed (collectively, the “Company Purchaser SEC Documents”). Each ) as of the Company SEC Documentsdate filed (and if so amended or superseded, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available prior to then on the date of this Agreementsuch subsequent filing), (A) complied or will comply in all material respects with the applicable requirements of each of the Exchange Act and under the Securities Act of 1933or the Exchange Act, as amendedthe case may be, and the rules (B) did not and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available prior to the date of this Agreement, the Company SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. The Company , except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the statements of financial condition contained in or incorporated by reference into any such Purchaser SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Purchaser as of its date, and each of the statements of income or results of operations and changes in shareholders’ equity and cash flows or equivalent statements in such Purchaser SEC Documents included all certificates required to be included therein pursuant to Sections 302 (including any related notes and 906 schedules thereto) fairly presents, or will fairly present, the results of the Xxxxxxxx-Xxxxx Act of 2002operations, changes in shareholders’ equity and cash flows, as amendedthe case may be, of Purchaser for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the rules and regulations promulgated thereunder (“SOX”), and absence of footnotes in the internal control report and attestation case of the Company’s outside auditors required by Section 404 of SOXunaudited statements.

Financial Reports and SEC Documents. (a) The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since September 3022, 2003 2004 (the forms, statements, reports and documents filed or furnished with the SEC since September 3022, 20032004, including any exhibits and amendments thereto, the “Company SEC Documents”). Each of the Company SEC Documents, at the time of its filing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed and publicly available at least five (5) Business Days prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed and publicly available at least five (5) Business Days prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Documents. To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment.