Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed by it with or furnished prior to the date hereof to the SEC since December 9, 2010 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents filed by Parent with the SEC since January 1the Parent SEC Report Date (such forms, 2019reports, together with any exhibits and schedules required to be filed or furnished thereto registration statements, and other document documents, whether or information not available through XXXXX, are collectively referred to herein as the “Parent SEC Reports”) and the certifications and statements required to be incorporated therein by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent SEC DocumentsCertifications”). As of their respective effective dates ) (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Acti) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentfiling thereof, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Report having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (ii) as of such respective dates its filing date (andor, if amended or superseded by a subsequent filing prior to the date hereof, as of on the date of the filing of such amendment, with respect to the disclosures that are amendedfiling) contained 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder SOX applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As of Except to the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to extent that information contained in any of the Parent SEC Documents orDocument has been revised, to Parent’s Knowledgeamended, supplemented or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents are 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 subject statements therein, in light of ongoing the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Parent SEC reviewDocuments. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents 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 thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and there are no formal internal investigations orregulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly 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 Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or normal year-end audit adjustments). Neither Parent nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements Each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if as amended prior to the date hereofof this Agreement, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As Each of the date hereof, there are no outstanding financial statements (including the related notes) of Parent included in the Parent SEC Documents (or unresolved written comments received from 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 to any thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by 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 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 normal year-end audit adjustments). Except as disclosed in Parent SEC Documents or, filed prior to Parent’s Knowledge, none the date of this Agreement (the “Filed Parent SEC Documents are the subject Documents”) (excluding, in each case, Cautionary Disclosures), neither Parent nor any of ongoing SEC reviewits Subsidiaries has any liabilities or obligations of any nature (whether absolute, and there are no formal internal investigations oraccrued, to Parent’s Knowledgeknown or unknown, any SEC inquiries contingent or investigations or other inquiries or investigations by Governmental Entities that are pending orotherwise) nor, to the Company’s KnowledgeKnowledge of Parent, threateneddoes any basis exist therefor, other than (A) liabilities or obligations which would not individually or in each case under the aggregate reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this sentenceAgreement and (C) liabilities or obligations incurred pursuant to this Agreement. Neither Parent nor any of its Subsidiaries is a party to, related 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 accounting practices 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 Company 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 SubsidiariesSubsidiaries in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC SEC, on a timely basis, all registration statements, reports, schedules, forms, statements, prospectuses and other documents proxy statements with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1September 28, 20192013 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, as such statements, reports and prospectuses may have been amended since the date of their filing, the “Parent SEC Documents”). As of their respective effective 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 or furnished dates (in the case of all other Parent SEC Documents) or), if amended prior to or in the date hereofcase of amendments thereto, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx ActAct and the respective rules and regulations promulgated thereunder, as applicablethe case may be, and the rules and regulations promulgated thereunder of the SEC thereunder, applicable to such Parent SEC Documents, and and, except to the extent that any information in any Parent SEC Document has been revised or superseded by a Parent SEC Document filed prior to the date hereof, none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofamended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. Except for Holdings, none of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of Parent or any Parent Subsidiary has failed to make certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. As of the date hereof, there neither Parent or any Parent Subsidiary nor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications in the Parent SEC Documents. There are no outstanding or unresolved written comments in comment letters received by Parent or any Parent Subsidiary from the SEC with respect to any of or its staff. There has been no material correspondence between the SEC and Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesParent Subsidiary since September 28, 2014, that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database.

Parent SEC Documents. (a) Parent has on a timely basis filed with made available to Company, or furnished to the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms, statements, prospectuses forms and other documents required to be filed with (and all amendments or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any supplements thereto excluding exhibits and schedules required to be thereto) filed or furnished thereto and other document or information required to be incorporated therein by Parent with the SEC since December 30, 2007 (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with the SEC since December 30, 2007 have been so filed or furnished. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements time it was filed pursuant with or furnished to the requirements of the Securities ActSEC CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) and as of their respective SEC filing dates DENOTE SUCH OMISSIONS. 60 (in the case of all other Parent SEC Documents) or, if amended amended, supplemented or superseded by a filing prior to the date hereofof this Agreement, as of then on the filing date of the last such amendment, filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act (as the case may be); and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses prospectuses, registration statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any (including exhibits and schedules thereto and other information incorporated therein) with the SEC required to be filed or furnished thereto and other document by Parent under the Exchange Act since January 1, 2008 (such documents, together with any documents filed or information required to be incorporated therein (collectivelyfurnished during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As Each of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant 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, to the extent in effect at such time, the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereofamended, as of the date of the filing of such most recent amendment, with respect to the disclosures that are amended) 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. As Each of the consolidated financial statements (including the related notes and schedules thereto) of Parent included in the Parent SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date hereofof such most recent amendment, there as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by 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 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 normal period-end audit adjustments). None of the Subsidiaries of Parent are, or have at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesDocuments.

Parent SEC Documents. (a) Parent has furnished or made available to the Company, Indemnifying Officer and Securityholder Representative a correct and complete copy of Parent's Annual Report on a timely basis Form 10-KSB filed with or furnished the SEC with respect to the fiscal year ended September 30, 2006, and Parent's Quarterly Report on Form 10-QSB filed with the SEC with respect to the fiscal quarter ended June 30, 2006, (the "Form 10-QSB"), and registration statement filed on Form 8-K filed by Parent with the SEC on or after the date of filing of the Form 10-QSB, which are all reports, schedules, forms, statements, prospectuses and other the documents that Parent was required to be filed file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Securities Exchange Act on or furnished prior to after the date hereof to of filing with the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein of the Form SB-2 (collectivelyas amended, the “"Parent SEC Documents”"). As of their respective effective dates (filing dates, or in the case of Parent SEC Documents that are the Form SB-2 registration statements filed pursuant to the requirements of the Securities Act) and as of statement, their respective SEC filing dates (in the case of all other Parent SEC Documents) oreffective times, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendedincluding all exhibits and schedules thereto and documents incorporated by reference therein) 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of and the Parent SEC Documents orcomplied when filed, to Parent’s Knowledgeor in the case of registration statements, none as of their respective effective times, in all material respects with the then applicable requirements of the Parent SEC Documents are Securities Act or the subject of ongoing SEC reviewSecurities Exchange Act, as the case may be, and there are no formal internal investigations or, to Parent’s Knowledge, any the rules and regulations promulgated by the SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesthereunder.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all registration statements, reports, schedules, forms, proxy statements, prospectuses information statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since May 1, 2003 (the registration statements, reports, forms, proxy statements, information statements and documents filed or furnished since May 1, 2003 collectively, and in each case including all exhibits and schedules thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, the “Parent SEC Documents”). As of their respective effective 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 dates of being filed or furnished with the SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment), the Parent SEC Documents complied as to form in all material respects with the applicable requirements of each of the Securities Exchange Act of 1934, as amended (the 45 “Exchange Act”), the Exchange Securities Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder and complied in all material respects with the then applicable to such Parent SEC Documents, and none accounting standards. As of the Parent SEC Documents as of such their respective dates (and, if amended prior to the date hereofamended, as of the date of the filing of such amendment), with respect to the disclosures that are amended) contained Parent SEC Documents 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 made therein, in the light of the circumstances under in which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the The Parent SEC Documents or, include all certificates required to Parent’s Knowledge, none be included therein pursuant to Sections 302 and 906 of the Parent SEC Documents are the subject Xxxxxxxx-Xxxxx Act of ongoing SEC review2002, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesas amended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January February 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 2013 (collectively, the “Parent SEC Documents”). As of their respective effective dates (of filing or, in the case of Parent SEC Documents that are a registration statements filed pursuant to the requirements of statement under the Securities Act) and , as of their respective SEC filing dates (in the case of all other Parent SEC Documents) date such registration statement is declared effective by the SEC, or, if amended amended, as of the date of the last amendment prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereto. None of the Parent SEC Documents, and none of including any financial statements or schedules included or incorporated by reference therein, at the Parent SEC Documents as of such respective dates time filed or transmitted (andor, if amended prior to the date hereofor superseded by a subsequent filing, as of the date of the last such amendment or superseding filing of such amendment, with respect prior to the disclosures that are amendeddate hereof) 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. Parent has made available to the Company copies of all comment letters received by Parent from the SEC since February 1, 2013 through the date hereof and relating to the Parent SEC Documents, together with all written responses of Parent thereto, to the extent that such comment letters and written responses are not publicly available on XXXXX. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments in such comment letters received by Parent from the SEC with respect to any SEC. As of the Parent SEC Documents ordate of this Agreement, to the knowledge of Parent’s Knowledge, none of the Parent SEC Documents are is the subject of any ongoing review by the SEC. No principal executive officer or principal financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Parent SEC review, and there are no formal internal investigations or, to Documents. None of Parent’s KnowledgeSubsidiaries is, any or since February 1, 2013 has been, required to file periodic reports with the SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, pursuant to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesExchange Act.

Parent SEC Documents. (a) For the two years preceding the Effective Date, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1with the Securities and Exchange Commission (“SEC”) under the Securities Act and the Exchange Act, 2019including pursuant to Section 13(a) or 15(d) thereof, together with any (the foregoing materials, including the exhibits and schedules required to be filed or furnished thereto and other document or information required documents incorporated by reference therein, being collectively referred to be incorporated therein (collectively, herein as the “Parent SEC Documents”), and Parent has paid all fees and assessments due and payable in connection with the SEC Documents. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or), if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofof this Agreement, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Except as set forth on Section 4.12 of the Parent Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent has on a timely basis filed with or furnished to with the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules periodic reports required to be filed or furnished thereto under the Securities Act or the Exchange Act (excluding Section 16) (such forms, reports, schedules and other document or information required to be incorporated therein (collectivelystatements, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements dates, each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentamended (including all financial statements included therein, the Parent SEC Documents exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andcontained, when filed or, if amended prior to the date hereofof this Agreement, as of the date of the filing of such amendment, amendment with respect to the those disclosures that are amended) 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. As No notice of any SEC review or investigation of Parent or such Parent SEC Documents has been received by Parent. To the date hereofknowledge of Parent, there are no outstanding or unresolved written comments received from each director and executive officer of Parent has filed with the SEC on a timely basis all statements required with respect to any Parent by Section 16(a) of the Parent SEC Documents orExchange Act and the rules and regulations thereunder. As used in this Section 4.12, the term “file” will be broadly construed to Parent’s Knowledgeinclude any manner in which a document or information is furnished, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries supplied or investigations or other inquiries or investigations by Governmental Entities that are pending or, otherwise made available to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of SEC or the Company or any of its SubsidiariesNYSE.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports(including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) each report, schedulesschedule, forms, statements, prospectuses registration statement and other documents proxy statement that Parent was required to be filed file with or furnished prior to the date hereof to the SEC by Parent since January 1April 4, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 2011 (collectivelysuch documents, the “Parent SEC Documents”). As of their respective effective dates (in At 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) ortime they were filed, or if amended prior to or restated, at the date hereof, as time of the filing date of the last such amendmentlater amendment or restatement, the Parent SEC Documents (i) complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendedii) contained did not contain any untrue statement of a material fact or omitted omits 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. Parent has made available to the Company true and complete copies of all comment letters received by Parent from the SEC since April 4, 2011, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, in such comment letters and none of the Parent SEC Documents are is the subject of any ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations review by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesSEC.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by it since December 31, 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), or furnished the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") (such documents, as supplemented and amended since the time of filing, collectively, the "PARENT SEC DOCUMENTS"). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC 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 hereof to the SEC by Parent since January 1of this Agreement, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (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 the light of the circumstances under which they were made, not misleading. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC 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) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present in all material respects (subject, in the case of unaudited statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (“SEC”) all forms, reports, schedules, forms, statements, prospectuses certifications and other documents required to be filed by it with or furnished prior to the date hereof to the SEC by Parent since January July 1, 20192008 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or), if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofof this Agreement, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments received from the SEC with respect to any Subsidiary of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the is subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case reporting requirements of Section 13(a) or 15(d) under this sentence, related to any accounting practices of the Company or any of its SubsidiariesExchange Act.

Parent SEC Documents. (a) Parent has on a timely basis filed with or and furnished to the SEC all required reports, schedules, forms, statementsprospectuses, prospectuses and registration, proxy and other documents required to be filed statements with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192007 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, the “"Parent SEC Documents”"). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendment), the Parent SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As The consolidated financial statements of Parent included in the date hereof, there are no outstanding or unresolved written comments received from 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 to any thereto, have been prepared in accordance with generally accepted accounting principles applicable in the United States (except, in the case of unaudited statements, as indicated in the 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 Parent SEC Documents ordates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end audit adjustments).

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder SOX applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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. As of Except to the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to extent that information contained in any of the Parent SEC Documents orDocument has been revised, to Parent’s Knowledgeamended, supplemented or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents are 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 subject statements therein, in light of ongoing the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Parent SEC reviewDocuments. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents 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 thereto in effect at the time of filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and there are no formal internal investigations orregulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly 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 Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or normal year-end audit adjustments). Neither Parent nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Documents. (a) Each of Parent and the Material Parent Subsidiaries has on a timely basis filed with or furnished to the SEC Commission all forms, reports, schedules, forms, statements, prospectuses exhibits and other documents required to be filed by it since June 23, 1997, under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1, 2019time of filing, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein Parent's Registration Statement on Form S-1 under the Securities Act, No. 333-24641 (the "Registration Statement"), collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, 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) orRegistration Statement, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of on the date of the filing of such amendment, with respect to the disclosures that are amendedeffectiveness thereof) contained (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 the light of the circumstances under which they were made, not misleading. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements (including the related notes) of Parent included in the Parent SEC Documents orwere prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") during the periods involved (except as may be indicated in the notes thereto), and fairly present (subject in the case of unaudited statements to Parent’s Knowledgethe absence of notes and to normal, none recurring and year-end audit adjustments) the consolidated financial position of Parent as of the Parent SEC Documents are dates thereof and the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any consolidated results of its Subsidiariesoperations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has furnished or made available to the Company, Indemnifying Officer and Securityholder Representative a correct and complete copy of Parent's Annual Report on a timely basis Form 10-KSB filed with or furnished the SEC with respect to the fiscal year ended December 30, 2006, and Parent's Quarterly Report on Form 10-QSB filed with the SEC with respect to the fiscal quarter ended March 31, 2007, (the "Form 10-QSB"), information statement filed on Form 14A on April 30, 2007 and Form 8-Ks filed May 7, 2007 and May 24, 2007, filed by Parent with the SEC, which are all reports, schedules, forms, statements, prospectuses and other the documents that Parent was required to be filed file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Securities Exchange Act on or furnished prior to after the date hereof to of filing with the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein of the Form SB-2 (collectivelyas amended, the “"Parent SEC Documents”"). As of their respective effective dates (filing dates, or in the case of Parent SEC Documents that are the Form SB-2 registration statements filed pursuant to the requirements of the Securities Act) and as of statement, their respective SEC filing dates (in the case of all other Parent SEC Documents) oreffective times, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendedincluding all exhibits and schedules thereto and documents incorporated by reference therein) 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of and the Parent SEC Documents orcomplied when filed, to Parent’s Knowledgeor in the case of registration statements, none as of their respective effective times, in all material respects with the then applicable requirements of the Parent SEC Documents are Securities Act or the subject of ongoing SEC reviewSecurities Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. To Parent's knowledge there are is no formal internal investigations or, Person required to file a Schedule 13D or Form 3 by virtue of having beneficial ownership of more than 5% of Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries' s Common Stock who has not made such a filing.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission -------------------- all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since November 10, 1999 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “"Parent SEC Documents”"). As of their respective effective dates 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 Parent SEC Documents that are registration statements filed pursuant and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the requirements of the Securities Act) statements therein (and as of their respective SEC filing dates (in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all other Parent SEC Documents) or, if amended prior to material respects with the date hereofapplicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the filing date of the last such amendment, Parent included in the Parent SEC 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) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly 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, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Securities ActExchange Act or required to file any form, report or other document with the Commission, the Exchange Act and the Xxxxxxxx-Xxxxx ActNasdaq Stock Market, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeInc., any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by it since October 2, 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), or furnished the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "PARENT SEC DOCUMENTS"). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC 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 hereof to the SEC by Parent since January 1of this Agreement, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective 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) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (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 the light of the circumstances under which they were made, not misleading. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC 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) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present in all material respects (subject, in the case of unaudited statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Since May 17, 2011 (the “Applicable Date”), except as set forth on the Parent Disclosure Schedule, the Parent has filed or furnished, as applicable, on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses certifications, reports, and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto by it with the SEC pursuant to the Exchange Act or the Securities Act (such forms, statements, certifications, reports, and other document documents, including any amendments thereto, whether filed or information required to be incorporated therein (collectivelyfurnished before or after the date hereof, the “Parent SEC Documents”). As of their respective effective dates () that, individually or in the case of aggregate, have not had and would not reasonably be expected to have, a Parent SEC Documents that are registration statements filed pursuant to the requirements Material Adverse Effect. Each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) , at the time of its filing or being furnished, complied or, if amended prior to not yet filed or furnished until the date hereofFirst Tranche Closing, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations promulgated thereunder and any other Laws applicable to such the Parent SEC Documents, and none . As of the Parent SEC Documents as of such their respective dates (andor, if amended prior to the date hereof, as of the date of the filing of such amendment), the Parent SEC Documents did not, and any Parent SEC Documents filed or furnished with respect the SEC subsequent to the disclosures that are amended) contained date hereof until the date of the First Tranche Closing will 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 made therein, in the light of the circumstances under in which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesDocuments.