Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since December 31, 2000 (such documents, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent with the SEC since December 31, 2000 2001 (such documents, the "“Parent SEC Documents"”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (ai) Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since December 31January 1, 2000 2006 (such documents, together with any documents filed during such period by Parent to the "SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents"”). No Subsidiary Each of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents Documents, as amended prior to the date of this Agreement, complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act or and the Exchange Act, as the case may be, Act applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, have had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). Except as reflected or reserved against in the balance sheet of Parent, including the notes thereto as of September 30, 2007 included in Parent SEC Documents filed prior to the date of this Agreement (the “Filed Parent SEC Documents”), neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since September 30, 2007 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations that would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent is, or has at any time since January 1, 2006 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Parent SEC Documents. (a) Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31, 2000 1996 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all documents filed since such documentsdate, the collectively, "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and none proxy statements, solely on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (ii) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).ended. 3.11

Parent SEC Documents. (a) Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31, 2000 2001 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the "time of filing, collectively, the “Parent SEC Documents"”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, unless such information contained and (b) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case ended. No subsidiary of unaudited statements, Parent is or has been subject to the absence periodic reporting requirements of footnote disclosure and the Exchange Act or required to normal and recurring year-end audit adjustments)file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (a) Parent has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since December 31, 2000 2002 (such documents, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected corrected, revised or superceded by a later-later filed Parent SEC DocumentDocument filed prior to the date hereof. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (ai) Parent has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by Parent since December 31January 1, 2000 2006 (such documents, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act applicable to such Parent SEC Documents. Except to the extent that information contained in any Parent SEC Document has been revised, and amended, supplemented or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents comply as to form was prepared in accordance with, in all material respects with respects, the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). None of Merger Sub or the Subsidiaries of Parent are, or have at any time since January 1, 2005 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Parent SEC Documents. (a) The Parent has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since December 31January 1, 2000 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such documents, time of filing and has filed any such SEC Reports prior to the "Parent SEC Documents"). No Subsidiary expiration of Parent is required to file, or files, any form, report or other document with the SECsuch extension. As of their respective dates, the Parent SEC Documents Reports complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as rules and regulations of the case may be, applicable to such Parent SEC Documentspromulgated thereunder, and none of the Parent SEC Documents Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements of the Parent included in the Parent SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“U.S. GAAP”) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of the Parent and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has made available to the Company and the Holder true and complete copies of: (i) its Annual Report on Form 10-K for the year ended December 31, 2000, as filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be on April 2, 2001 (the "Form 10-K"); and (ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as filed with the SEC on May 15, 2001 (the "Form 10-Q"). Such reports, together with all other statements, reports, and definitive proxy statements filed by Parent pursuant to the Exchange Act with the Securities and Exchange Commission ("SEC") since December 31January 1, 2000 and prior to the date hereof (such documentscollectively, the "Parent SEC Documents"). No Subsidiary ) as of Parent is required to file, or files, any form, report or other document the date of the respective filing dates thereof with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements provisions of the Securities Exchange Act or and the Exchange Actrules and regulations promulgated thereunder, as and the case may be, applicable to such Parent SEC Documents, and none as of the date thereof, and the information about the Parent SEC Documents contained in this Agreement and any Transaction Document did not contain and will not contain on the date delivered any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, and information contained therein not misleading in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements of Parent included in the Form 10-K and Form 10-Q (the "Parent SEC Documents Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended (subject, subject to normal year-end adjustments in the case of the unaudited statements, financial statements that are not likely to be material to Parent and its Subsidiaries as a whole). Except as disclosed in the Parent SEC Documents filed prior to the absence date of footnote disclosure this Agreement and available on EDGXX, xince March 31, 2001, there has been no Material Adverse Effect with respect to normal and recurring year-end audit adjustments)Parent.

Parent SEC Documents. (a) Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996. Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed with the SEC required to be filed since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by Parent since December 31, 2000 (such documentsreference therein, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. As of their respective dates, and none of the Parent SEC Documents (including any and all financial statements therein) contained any untrue statement of a material fact or omitted failed to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present fairly, in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended specified therein (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31, 2000 2001 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, unless such information contained and (b) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case ended. No subsidiary of unaudited statements, Parent is or has been subject to the absence periodic reporting requirements of footnote disclosure and the Exchange Act or required to normal and recurring year-end audit adjustments)file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (a) Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent the Company since December 31January 1, 2000 1999 (such documents, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such . Except to the extent that information contained in any Parent SEC Document has been corrected revised or superseded by a later-filed SEC Document filed by Parent and publicly available prior to the date of this Agreement, none of the Parent SEC DocumentDocuments contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except (i) as set forth in the most recent financial statements included in the Parent SEC Documents or (ii) for liabilities incurred in connection with this Agreement, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.

Parent SEC Documents. (a) Parent has filed with the SEC all -------------------- forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with the SEC by Parent since December 31January 1, 2000 1998 (such documentstogether with all information incorporated therein by reference, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the -------------------- Parent Disclosure Memorandum, Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Parent since December 31January 1, 2000 1999 (such documents, the "Parent PARENT SEC DocumentsDOCUMENTS"). No -------------------- Parent Subsidiary of Parent is required to file, or files, file any form, report report, registration statement, prospectus or other document with the SEC. As of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any . The Parent SEC Document has been corrected Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a later-filed Parent SEC Documentwhole, as of 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 therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply Documents, as to form of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (except as amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects presented the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC ---------------- DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly -------- available prior to the date of this Agreement.

Parent SEC Documents. (a) Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31November 10, 2000 1999 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, unless such information contained and (b) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case ended. No subsidiary of unaudited statements, Parent is or has been subject to the absence periodic reporting requirements of footnote disclosure and the Exchange Act or required to normal and recurring year-end audit adjustments)file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (ai) Parent has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by Parent under the Exchange Act since December 31January 1, 2000 2007 (such documents, together with any documents filed or furnished during such period by Parent with the "SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents"”). No Subsidiary Each of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act or and the Exchange Act, as the case may be, Act applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The Each of the consolidated financial statements (including the related notes) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing or amendment, have had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents filed prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Table of Contents (ii) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within Parent, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The chief executive officer and the chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in Parent’s most recent Form 10-K or Form 10-Q, as applicable, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by such report or amendment based on such evaluation. The chief executive officer and the chief financial officer of Parent have disclosed, based on their most recent evaluation of Parent’s internal control over financial reporting, to Parent’s auditors and the audit committee of Parent’s Board of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

Parent SEC Documents. (a) Parent has filed on a timely basis all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) definitive proxy statements with the SEC required to be filed by Parent since December 31January 1, 2000 2022 (as such documentsdocuments have since the time of their filing been amended, the "“Parent SEC Documents"”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the case may be, rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments)ended.

Parent SEC Documents. (a) Parent has filed on a timely basis (and made available to the Company) copies of all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) definitive proxy statements with the SEC required to be filed by Parent since December 31January 1, 2000 2014 (as such documentsdocuments have since the time of their filing been amended, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the case may be, rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The financial statements state­ments of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements require­ments and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments)ended.

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent Disclosure Memorandum, Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since December 31January 1, 2000 1999 (such documents, the "Parent SEC Documents"). No Subsidiary None of Parent Parent's Subsidiaries is required to file, or files, file any form, report report, registration statement, prospectus or other document with the SEC. As of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any . The Parent SEC Document has been corrected Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a later-filed Parent SEC Documentwhole, as of 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 therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply Documents, as to form of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (except as amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects presented the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustmentsadjustments not material in amount).. Except (i) as set forth in the Parent SEC Documents filed since December 31, 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this

Parent SEC Documents. (ai) Parent has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by Parent under the Exchange Act since December 31January 1, 2000 2007 (such documents, together with any documents filed or furnished during such period by Parent with the "SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents"”). No Subsidiary Each of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act or and the Exchange Act, as the case may be, Act applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The Each of the consolidated financial statements (including the related notes) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing or amendment, have had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents filed prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Parent SEC Documents. (a) Parent has and its subsidiaries have timely filed with the Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (including exhibits as supplemented and other information incorporated thereinamended since the time of filing, collectively, the “Parent SEC Documents”) with the SEC required to be filed by Parent them since December 31, 2000 2005 under the Securities Exchange Act of 1934, as amended (such documentstogether with the rules and regulations promulgated thereunder, the "Parent SEC Documents"“Exchange Act”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended (together with the case may berules and regulations promulgated thereunder, applicable to such the “Securities Act”). The Parent SEC Documents, and none of including any financial statements or schedules included in the Parent SEC Documents contained Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (ii) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and normal, recurring year-end audit adjustments) in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the 10 consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with United States generally accepted accounting principles (“GAAP”). None of Parent’s subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the NYSE, any other stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (a) Parent has filed all All statements, reports, schedules, forms, statements forms and other documents (including exhibits and other all information incorporated thereinby reference) with the SEC required to be have been filed by Parent since December 31with the United States Securities and Exchange Commission (the “SEC” and all such statements, 2000 reports, schedules, forms and other documents (such documents, including exhibits and all information incorporated by reference) are referred to as the "“Parent SEC Documents")”) have been so filed on a timely basis. No Subsidiary A true and complete copy of each Parent SEC Document is required to file, or files, any form, report or other document with available on the SECwebsite maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing), each of the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated under the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none . None of the Parent SEC Documents Documents, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, unless such information contained in any Parent SEC Document has been except to the extent corrected by a later-subsequently filed Parent SEC Document. Through the Closing Date, Parent has not received from the SEC any written comments with respect to any of the Parent SEC Documents (including the financial statements included therein) that have not been resolved. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP United States Generally Accepted Accounting Principles (except“GAAP”), in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Parent and its any consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has timely filed with the Commission all -------------------- forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31January 1, 2000 1996 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (b) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in all material respects the case of unaudited statements to normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments)ended.

Parent SEC Documents. (a) Parent has and its subsidiaries have timely filed with the Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (including exhibits as supplemented and other information incorporated thereinamended since the time of filing, collectively, the “Parent SEC Documents”) with the SEC required to be filed by Parent them since December 31, 2000 2005 under the Securities Exchange Act of 1934, as amended (such documentstogether with the rules and regulations promulgated thereunder, the "Parent SEC Documents"“Exchange Act”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended (together with the case may berules and regulations promulgated thereunder, applicable to such the “Securities Act”). The Parent SEC Documents, and none of including any financial statements or schedules included in the Parent SEC Documents contained Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (ii) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP fairly present (exceptsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SECto normal, recurring audit adjustments) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with United States generally accepted accounting principles (subject, in the case “GAAP”). None of unaudited statements, Parent’s subsidiaries is subject to the absence periodic reporting requirements of footnote disclosure and the Exchange Act or required to normal and recurring year-end audit adjustments)file any form, report or other document with the Commission, the NYSE, any other stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the Parent Disclosure Memorandum, Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Parent since December 31January 1, 2000 1999 (such documents, the "Parent PARENT SEC DocumentsDOCUMENTS"). No Parent Subsidiary of Parent is required to file, or files, file any form, report report, registration statement, prospectus or other document with the SEC. As of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any . The Parent SEC Document has been corrected Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a later-filed Parent SEC Documentwhole, as of 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 therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply Documents, as to form of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (except as amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects presented the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (a) Parent has filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31October 2, 2000 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, and none of including any financial statements or schedules included in the Parent SEC Documents contained Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (b) complied in any Parent SEC Document has been corrected by a later-filed Parent SEC Documentall material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments)ended.

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent Disclosure Memorandum, Parent has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since December 31January 1, 2000 1999 (such documents, the "Parent PARENT SEC DocumentsDOCUMENTS"). No Subsidiary None of Parent Parent's Subsidiaries is required to file, or files, file any form, report report, registration statement, prospectus or other document with the SEC. As of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any . The Parent SEC Document has been corrected Documents filed since December 31, 2000, together with any public announcements in a Dow Jones Xxxx Release made by Parent after the date hereof taken as a later-filed Parent SEC Documentwhole, as of 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 therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply Documents, as to form of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (except as amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects presented the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (a) Parent has timely filed with the -------------------- Commission all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent it since December 31, 2000 1994 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Parent SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained and (b) except as set forth in any Section 4.8 to the Parent SEC Document has been corrected by a later-filed Parent SEC DocumentDisclosure Schedule, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practices), in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments)ended.

Parent SEC Documents. (a) Parent has filed and furnished all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents (including exhibits and other information incorporated therein) statements with the SEC required to be filed since July 14, 2006 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by Parent since December 31, 2000 (such documentsreference therein, the "“Parent SEC Documents"”). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Parent SEC Document has been corrected by a later-filed Parent SEC Document. The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of indicated in the SEC) notes thereto applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).