Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2001 (collectively, the "Parent SEC Documents"). The Parent SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, (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, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Parent is required to make any filings with the SEC. (b) The consolidated financial statements of Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) 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. Since January 1, 2001, there has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements in accordance with GAAP, except as described in the notes to such Parent financial statements.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has filed with the SEC all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC (collectively, the “Parent SEC Documents”) since January 1, 2001 (collectively, the "Parent SEC Documents")2006. The Parent SEC Documents, including all Parent SEC Documents as of their respective dates or, if amended, as of filed after the date of the last such amendmentthis Agreement, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, 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, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Parent is required to make any filings with the SEC. (b) The Each of the consolidated financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent SEC Documents, including any Parent SEC Documents complied in all material respects with applicable accounting requirements filed after the date of this Agreement and with prior to or on the published rules and regulations of the SEC with respect theretoEffective Time, were have been or will be prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presented (subject, presents in the case of the unaudited statements, to normal, recurring audit adjustments not all material in amount) respects the consolidated financial position of the Parent and its consolidated the Parent Subsidiaries as at of the respective dates thereof and the consolidated results of their its operations and cash flows and changes in financial position for the periods then ended. Since January 1indicated, 2001except that any unaudited interim financial statements do not contain the notes required by GAAP and were or are subject to normal and recurring year-end adjustments, there has been no which were not or are not expected to be material change in amount, either individually or in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements in accordance with GAAP, except as described in the notes to such Parent financial statementsaggregate.

Parent SEC Documents. (a) Parent has filed with the SEC all forms, reports, schedules, forms, statements and other documents required to be filed by it the Parent with the SEC since January 1December 2, 2001 2009, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (collectively, the "“Parent SEC Documents"”). The . (b) As of its respective filing date (since December 2, 2009), each Parent SEC Documents as of their respective dates or, if amended, as Document complied in all material respects with the requirements of the date Exchange Act and the rules and regulations of the last SEC promulgated thereunder applicable to such amendmentParent SEC Document, (i) and 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 . Except to the extent that information contained in all material respects with the applicable requirements of the Exchange Act and the Securities Actany Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary none of the Parent is SEC Documents 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 any filings with the SEC. (b) statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have 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 present the consolidated financial position of Parent as of the dates thereof and the results of operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). Notwithstanding anything to the contrary herein contained, recurring audit adjustments this Section 4.04 shall not material apply in amountany manner whatsoever to any documentation filed by Parent (or any predecessor entity) with the consolidated financial position of Parent and its consolidated Subsidiaries as SEC at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1any time prior to December 2, 2001, there has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements in accordance with GAAP, except as described in the notes to such Parent financial statements2009. ARTICLE V COVENANTS

Parent SEC Documents. (a) Since January 1, 2025, Parent has timely filed or furnished in all material respects all Parent SEC Documents required to be filed or furnished (as applicable) by it with the SEC pursuant to applicable Law. As of the respective times filed with the SEC all forms(or, reportsif amended or superseded by a filing, schedulesthen on the date of such latest filing), statements and other documents required to be filed by it since January 1, 2001 (collectively2025, the "Parent SEC Documents"). The Parent SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, (i) complied with all applicable Laws in all material respects and did not contain 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 . As of the Exchange Act and the Securities ActAgreement Date, as the case may be, and the applicable rules and regulations of ▇▇▇▇▇▇ has not received from the SEC thereunder. No Subsidiary any written comments or questions with respect to any of the Parent is required to make any filings with SEC Documents (including the SECfinancial statements included therein) that have not been resolved. (b) The consolidated financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the “Parent Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and fairly presented (subject, except in the case of pro forma statements, or, in the case of the unaudited financial statements, to normal, recurring audit adjustments not except as permitted under Form 10-Q under the Exchange Act) and fairly presented in all material in amount) respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of their Parent’s operations and cash flows for the periods then ended. Since January 1indicated (subject to, 2001, there has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements in accordance with GAAPcase of unaudited statements, except as described in the notes to such Parent financial statementsnormal and recurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has timely filed with or furnished to the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2001 (collectively, the "Parent SEC Documents"). The Parent SEC Documents as As of their respective dates its Filing date (or, if amendedamended or superseded by a Filing prior to the Execution Date, as of on the date of the last such amendmentsubsequent Filing), each Parent SEC Document (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes‑Oxley Act and the rules and regulations promulgated thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a any 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; and . (iib) complied in all material respects with the applicable requirements of the Exchange Act and Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the case may bedate such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a‑15 under the applicable Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations forms of the SEC thereunder. No Subsidiary of the Parent and all such material information is required made known to make any filings with the SECParent’s principal executive officer and principal financial officer. (bd) The consolidated financial statements Parent and its Subsidiaries have established and maintained a system of Parent included internal controls, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Parent SEC Documents complied in all material respects with applicable accounting requirements transactions and with the published rules and regulations dispositions of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) the consolidated financial position Assets of Parent and its consolidated Subsidiaries Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as at the dates thereof and the consolidated results necessary to permit preparation of their operations and cash flows for the periods then ended. Since January 1, 2001, there has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements Financial Statements in accordance with GAAP, except as described and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with 36 appropriate authorizations of management and the notes board of directors of Parent and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of Parent and its Subsidiaries that could have a material effect on Parent’s consolidated Financial Statements. (e) Since January 1, 2013, no attorney representing Parent has reported to such the current board of directors of Parent financial statementsor any committee thereof or to any current director or executive officer of Parent evidence of a material violation of United States or other securities Legal Requirements by Parent.

Parent SEC Documents. (ai) Parent has timely filed with the SEC or furnished all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by it Parent under the Exchange Act since January 1, 2001 2007 (collectivelysuch documents, together with any documents filed or furnished during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the "“Parent SEC Documents"”). The Each of the Parent SEC 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 and the Exchange Act applicable to such Parent SEC Document, and none of the Parent SEC Documents as of their respective dates when filed or, if amended, as of the date of the last such most recent amendment, (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 . Each of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Parent is required to make any filings with the SEC. (b) 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 or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing or amendment, were 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 (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not all material in amount) respects the consolidated financial position of Parent and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of 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. (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. (iii) Since January 1, 20012007, there (i) neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any director, officer or auditor of Parent or any of its Subsidiaries has been no received or otherwise had or obtained Knowledge of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material change non-compliance by Parent with GAAP or the Exchange Act, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in the Parent's questionable accounting methods or principles that would be required to be auditing practices, which such complaint, allegation, assertion or claim was not publicly disclosed in the Parent's financial statements in accordance with GAAPParent SEC Documents or satisfactorily addressed or otherwise cured and (ii) no attorney representing Parent or any of its Subsidiaries, except as described in whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the notes to such Board of Directors of Parent financial statementsor any committee thereof.

Parent SEC Documents. (a) Parent has and Holding have filed with the SEC all forms, reports, schedulesfilings, registration statements and other documents required to be filed by it with the SEC since January 1July 20, 2001. (b) As of its filing date, each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. (c) No Parent SEC Document filed since July 20, 2001 (collectively, pursuant to the "Parent SEC Documents"). The Parent SEC Documents as of their respective dates or, if amendedExchange Act contained, as of the date of the last such amendmentits filing date, (i) did not contain any untrue statement of a material fact or omit omitted to state a any 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; and (ii) complied in all material respects with . No Parent SEC Document, as amended or supplemented, if applicable, filed since July 20, 2001 pursuant to the applicable requirements Securities Act contained, as of the Exchange Act and date on which the Securities Actdocument or amendment became effective, as the case may be, and the applicable rules and regulations any untrue statement of the SEC thereunder. No Subsidiary of the Parent is a material fact or omitted to state any material fact required to be stated therein or necessary to make any filings with the SECstatements therein not misleading. (bd) The Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and Holding included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) throughout the periods involved, and each fairly presented (subjectpresents, in the case of the unaudited statementsall material respects, to normal, recurring audit adjustments not material in amount) the consolidated financial position of Holding, Parent and its their consolidated Subsidiaries as at of the dates thereof and the their consolidated results of their operations and cash flows changes in financial position for the periods then endedended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). (e) Section 5.5 of the Holding, Parent and Acquiror Disclosure Schedule sets forth the unaudited consolidated balance sheet and statement of operations of Holding and its Subsidiaries as of and for the 3-month period ended December 31, 2002 (the “Most Recent Holding Financial Statements”). Since January 1, 2001, there The financial information included in the Most Recent Holding Financial Statements has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements prepared in accordance with GAAP, except as described in the notes to such Parent financial statements.

Parent SEC Documents. (a) Parent has timely filed with the SEC all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by it the Company since January 1, 2001 1999 (collectively, the "Parent SEC Documents"). The As of their respective dates, the Parent SEC Documents as complied in all material respects with the requirements of their respective dates or, if amendedthe Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the date SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the last such amendment, (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; . Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed SEC Document filed by Parent and (ii) complied in all material respects with publicly available prior to the applicable requirements date of the Exchange Act and the Securities Actthis Agreement, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary none of the Parent is SEC Documents 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 any filings with the SEC. (b) statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents complied comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (subject, in present the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since January 1ended (subject, 2001, there has been no material change in the Parent's accounting methods or principles that would be required case of unaudited statements, to be disclosed normal year-end audit adjustments not material in amount). Except (i) as set forth in the Parent's most recent financial statements in accordance with GAAP, except as described included in the notes Parent SEC Documents or (ii) for liabilities incurred in connection with this Agreement, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, are reasonably likely to such Parent financial statementshave a Material Adverse Effect.