Common use of Parent Reports; Financial Statements Clause in Contracts

Parent Reports; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30, 2014 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to the SEC since September 30, 2014 the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to the SEC since September 30, 2014 the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports reports, certifications and documents filed with or furnished to the SEC since September 30SEC, 2014 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedincluding any amendments thereto, the “Parent Reports”). Each Since the Applicable Date each of the Parent Reports, at the time of its filing or being furnished, furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports filed or furnished to the SEC since the Applicable Date did not, and any Parent Reports filed with or furnished to 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. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Reports. As of the date of this Agreement, no enforcement action by the staff of the SEC has been initiated against Parent relating to disclosure contained or omitted from any Parent Report.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) The Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30December 31, 2014 2001 (the “Parent Applicable Date”)(the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Parent Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedincluding any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Parent has made available to the Company all SEC comment letters received by the Parent, and the Parent’s responses thereto, since December 31, 2001.

Parent Reports; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act Act, or the Securities Act Act, since September 30, 2014 the Applicable Date (the forms, statements, certifications, reports and documents filed with or furnished to since the SEC since September 30, 2014 Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedincluding any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30December 31, 2014 2013 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2013 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30December 31, 2014 2015 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2015 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, and furnished all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act applicable securities statutes, regulations, policies and rules since September 30December 31, 2014 2005 (the collectively, such 37 forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2005, and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case and as amended, the “Parent Reports”). The Parent Reports were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (orand, if amended prior to the date of this Agreementamended, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSarxxxxx-Xxxxx ActXxt of 2002 (the “Sarxxxxx-Xxxxx Xxt”), and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30March 20, 2014 2019 (the “Parent Applicable Date”) (the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Parent Applicable Date (including Parent’s Registration Statement on Form S-4 as of its effective date and including any prospectus contained therein) and those filed with or furnished to the SEC subsequent to the date of this AgreementAgreement including any amendments thereto, and any documents filed with, or incorporated by reference in each case as amended(regardless of when originally filed) any such forms, statements, reports and documents, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied furnished (or, if not yet filed or furnishedamended prior to the date of this Agreement, will comply as of the date of such amendment), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30December 31, 2014 2018 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2018 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, and furnished all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act applicable securities statutes, regulations, policies and rules since September 30December 31, 2014 2005 (the collectively, such 37 forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2005, and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case and as amended, the “Parent Reports”). The Parent Reports were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (orand, if amended prior to the date of this Agreementamended, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis, furnished all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC United States Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act or the Securities Act applicable securities statutes, regulations, policies and rules since September 30December 31, 2014 2005 (the forms, statements, reports and documents filed with or furnished to with the SEC since September 30December 31, 2014 2005 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedif any, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfiling, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the United States Securities Act, the Exchange Act of 1934 (the “Securities Exchange Act”) and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder and complied in all material respects with the then applicable to the Parent Reportsaccounting standards. As of their respective dates (or, if amended prior to the date of this Agreementamended, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30December 31, 2014 2018 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2018 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedAgreement including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports, except where the failure to file (or furnish, as applicable) such forms, statements, certifications, reports and documents, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), ) the Parent Reports did not, and any of the Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30March 20, 2014 2019 (the “Parent Applicable Date”) (the forms, statements, reports and documents filed with or furnished to since the SEC since September 30, 2014 Parent Applicable Date (including Parent’s Registration Statement on Form S-4 as of its effective date and including any prospectus contained therein) and those filed with or furnished to the SEC subsequent to the date of this AgreementAgreement including any amendments thereto, and any documents filed with, or incorporated by reference in each case as amended(regardless of when originally filed) any such forms, statements, reports and documents, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied furnished (or, if not yet filed or furnishedamended prior to the date of this Agreement, will comply as of the date of such amendment), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to the SEC since September 30, 2014 the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the The Parent Reports, at the time of its filing or being furnished, furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. Except as permitted by the Exchange Act, including, without limitation, Sections 13(k)(2) and (3), since the Applicable Date, neither Parent nor any of its Affiliates has made, arranged or modified (in any material way) personal loans to any executive officer or director of Parent. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since September 30, 2014 the Applicable Date (the forms, statements, reports and documents filed with or furnished to the SEC since September 30, 2014 the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with or furnished to 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.

Parent Reports; Financial Statements. (ai) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents The filings required to be filed or furnished made by it with or to Parent since December 31, 2005 under the SEC pursuant to Securities Act and the Exchange Act or have been filed with the Securities Act since September 30SEC, 2014 (the including all material forms, information statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder as in effect on the dates so filed (collectively, including any amendments of any such reports and documents filed with or furnished to the SEC since September 30, 2014 and those filed with or furnished to the SEC subsequent by Parent prior to the date of this Agreement, in each case as amendedhereof, the “Parent Reports”). Each None of the Parent Reports, at Reports (in the time case of its filing or being furnished, complied or, if not yet Parent Reports filed or furnished, will comply in all material respects with the applicable requirements of furnished pursuant to the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreement), as of the date of such amendment)their effective dates, the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 to make the statements made therein not misleading. None of the Parent Reports (in the case of Parent Reports filed or furnished pursuant to the Exchange Act) contained, when filed as finally amended or subsequently mailed to stockholders, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading.

Parent Reports; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to under the Exchange Act or the Securities Act since September 30December 31, 2014 2018 (the forms, statements, reports and documents filed with or furnished to the SEC since September 30December 31, 2014 2018 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amendedhereof including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnishedfurnished complied, complied or, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment), the Parent Reports did not, and any of the Parent Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.