Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 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 date, collectively, "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) 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 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 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 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 at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has timely filed and furnished all required reports, schedules, forms, prospectuses and registration, proxy and other statements with the Commission all formsSEC since January 1, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Securities Exchange Act of 1934, as amended 2006 (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all documents filed since such date, collectively, "and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents"”). The Parent None of the Parent’s Subsidiaries is required to file periodic reports with the SEC Documents, including, without limitation, any financial statements or schedules included therein, at pursuant to the time filed Exchange Act. 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 proxy statementsas of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, solely on if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates of effectiveness and the dates of mailing, respectively) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and . (iib) complied in all 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 included in the Parent SEC Documents 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 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (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 or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), thereto) 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 at and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole). Without limiting the generality of the foregoing, such financial statements and other financial information included in the Company SEC Documents fairly present (within the meaning of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in such Company SEC Documents. (c) Parent has established and maintains internal controls over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Board of Directors of Parent (i) all significant deficiencies in the design or operation of internal controls that could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. The principal executive officer and the principal financial officer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications are complete and correct. The management of Parent has completed its assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the Knowledge of Parent, there are no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (e) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent reflected or reserved against on the balance sheet of Parent and its Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the Parent SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Parent SEC Documents”), (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice or (iii) that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on Parent.

Parent SEC Documents. The Parent has timely filed with the Commission all reports, schedules, forms, registrations statements and proxy statements, reports, schedules and statements other documents required to be filed by it since December 31, 1996 under the Securities Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 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 time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act of 1934, as amended (together with and the rules and regulations of the SEC promulgated thereunder, "Exchange Act") or and none of the Securities Act of 1933SEC Reports, as amended ("Securities Act") (all documents filed since such datewhen filed, collectively, "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) 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 the Parent included in the Parent SEC Documents 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 Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“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 or, in the case of and except that unaudited statements, as permitted financial statements may not contain all footnotes required by Form 10-Q of the Commission)U.S. GAAP, 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 the Parent at as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, "the “Parent SEC Documents"”). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 present presented (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of its 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 Exchange Act or required to 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. Each of Parent and the Material Parent Subsidiaries has timely filed with the Commission all forms, registrations and proxy reports, schedules, statements, reports, schedules exhibits and statements other documents required to be filed by it since December 31June 23, 1996 1997, under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act of 1933(such documents, as supplemented and amended ("since the time of filing, together with Parent's Registration Statement on Form S-1 under the Securities Act, No. 333-24641 (the ") (all documents filed since such dateRegistration Statement"), collectively, the "Parent SEC Documents"). 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 proxy statementsthe Registration Statement, solely on the dates date of effectiveness and the dates of mailing, respectivelythereof) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) 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 (including the related notes) of Parent included in the Parent SEC Documents 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 Commission with respect thereto, were prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis ("GAAP") 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 Commissionthereto), and fairly present (subject in the case of unaudited statements to the absence of notes and to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent at as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Parent SEC Documents. Parent has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registrations and proxy statements, reports, schedules and statements SEC required to be filed or furnished by it since December 31, 1996 Parent under the Securities Exchange Act of 1934since January 1, as amended 2007 (such documents, together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all any documents filed since or furnished during such dateperiod by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, "the “Parent SEC Documents"”). The Each of the Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at as of the time filed (of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the case extent in effect at such time, the requirements of registration statements and proxy statements, solely on the dates of effectiveness Securities Act and the dates Exchange Act applicable to such Parent SEC Document, and none of mailingthe Parent SEC Documents when filed or, respectively) (i) did not contain if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements . Each of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements (including the related notes) of Parent included in the Parent SEC Documents (or incorporated therein by reference) complied at the time it was filed (andor, in the case if amended, as of registration statements and proxy statements, on the date of effectiveness and the date of mailingsuch most recent amendment, respectively) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing or amendment, were had been prepared in accordance with generally accepted accounting principles 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), thereto) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of Parent at and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal 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. Parent has timely filed with the Securities and Exchange Commission (the "Commission") all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31October 2, 1996 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") ), or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, including any financial statements or schedules included thereinin the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, solely 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) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject subject, in the case of unaudited statements statements, to normal, recurring and 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 consolidated results of its their operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has timely filed and furnished all required reports, schedules, forms, prospectuses, and registration, proxy and other statements with the Commission all formsSEC since January 1, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Securities Exchange Act of 1934, as amended 2007 (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all documents filed since such date, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed 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 proxy statementsas of their respective SEC filing dates (in the case of all other Parent SEC Documents), solely on the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or the 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 of effectiveness and the dates of mailing, respectively) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all 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 included in the Parent SEC Documents 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 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were 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 orthereto) 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, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and normal year-end audit adjustments). (b) Parent has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in all Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material respects information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the consolidated reports that it files or furnishes under the Exchange Act is accumulated and communicated to Parent's principal executive officer and its principal financial position officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The principal executive officer and the principal financial officer of Parent at have made all certifications required by the dates thereof Sarbanes-Oxley Act, the Exchange Act and any related rules and regula▇▇▇▇▇ ▇▇▇▇▇▇▇▇ted by the SEC with respect to the Parent SEC Documents, and the consolidated results of its operations statements contained in such certifications are complete and cash flows for the periods then endedcorrect.

Parent SEC Documents. Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31November 10, 1996 1999 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, the "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 present presented (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of its 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 Exchange Act or required to 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. Parent has timely filed with the Securities and Exchange Commission (the "COMMISSION") all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31October 2, 1996 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange ActEXCHANGE ACT") ), or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, the "Parent PARENT SEC DocumentsDOCUMENTS"). The Parent SEC Documents, including, without limitation, including any financial statements or schedules included thereinin the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, solely 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) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject subject, in the case of unaudited statements statements, to normal, recurring and 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 consolidated results of its their operations and cash flows for the periods then ended.

Parent SEC Documents. Parent has timely filed with the -------------------- Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 1994 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, the "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) except as set forth in Section 4.8 to the Parent Disclosure 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 present (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practices), in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended.

Parent SEC Documents. Except as set forth in Section 4.08 of the Disclosure Schedule: (a) Parent has timely filed or furnished and will timely file or furnish, as applicable, with the Commission SEC all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required under the Exchange Act or the Securities Act to be filed by it since December 31, 1996 under the Securities Exchange Act of 1934(such documents, as supplemented and amended (together with since the rules time of filing, and regulations thereunder, "Exchange Act") including those to be filed or the Securities Act of 1933furnished, as amended ("Securities Act") (all documents filed since such dateapplicable, after the date of this Agreement, collectively, "the “Parent SEC Documents"”). The Parent SEC Documents, including, without limitation, any financial statements or schedules included thereinin the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, solely 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 Effective Time, then on the date of such amending or superseding filing) , (i) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied and will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. . (b) The financial statements of Parent included in or incorporated by reference into the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 or will comply, as applicable, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretoto such financial statements, were or will be, as applicable, prepared in all material respects in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto to the financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the CommissionSEC), and fairly present or will fairly present, as applicable, in all material respects (subject subject, in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. (c) There are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other correspondence received by Parent or its attorneys from the SEC, and there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) inspections of an audit of Parent’s financial statements by the Public Company Accounting Oversight Board. There has been no material written complaint, allegation, assertion or claim that Parent has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. No current or former attorney representing Parent has reported in writing evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s Board of Directors or any committee thereof or to any director or executive officer of Parent.

Parent SEC Documents. Parent has timely filed with the Securities and Exchange Commission (the "COMMISSION") all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange ActEXCHANGE ACT") ), or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities ActSECURITIES ACT") (all documents filed such documents, as supplemented and amended since such datethe time of filing, collectively, the "Parent PARENT SEC DocumentsDOCUMENTS"). The Parent SEC Documents, including, without limitation, including any financial statements or schedules included thereinin the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, solely 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) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject subject, in the case of unaudited statements statements, to normal, recurring and 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 consolidated results of its their operations and cash flows for the periods then ended.

Parent SEC Documents. Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, "Exchange Act") or the Securities Act of 1933(such documents, as supplemented and amended ("Securities Act") (all documents filed since such datethe time of filing, collectively, the "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 present presented (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of its 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 Exchange Act or required to 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. Parent has timely filed with the Commission all -------------------- forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31January 1, 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 (the "Securities Act") (all documents filed such documents, as supplemented and amended since such datethe time of filing, collectively, the "Parent SEC Documents"). 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 proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) 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 at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 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 at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended.

Parent SEC Documents. Parent has filed on a timely filed basis all required reports, schedules, registration statements and definitive proxy statements with the Commission all formsSEC since January 1, registrations and proxy statements2022 (as such documents have since the time of their filing been amended, reportsthe “Parent SEC Documents”). As of their respective dates, schedules and the Parent SEC Documents (including any financial statements required filed, to be filed by it since December 31, 1996 under 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 of 1934Act, as amended (together with applicable, and the rules and regulations thereunder, "Exchange Act") or of the Securities Act of 1933, as amended ("Securities Act") (all documents filed since SEC thereunder applicable to such date, collectively, "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at and none of the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) 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 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 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present (subject, in the case of the unaudited financial 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, which were not individually or in the aggregate material) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended.