Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Since October 31, 2002, the Company has timely filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. True, correct and complete copies of all filings made by the Company with the SEC since such date (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable Laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), have been made available to Parent. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) with respect to any Company SEC Report.

Reports; Financial Statements. (a) Since October 31December 1, 20022003, the Company has timely filed with the U.S. Securities and Exchange Commission (“SEC”) all forms, reports reports, schedules, proxy statements, registration statements and other documents required to be filed by it with (as such reports, schedules, forms, statements and documents have been amended since the Securities and Exchange Commission (time of their filing, collectively, the “SECCompany SEC Reports”). As of their respective dates, or if amended prior to the date of this Agreement, as of the date of the last such amendment, all of which have the Company SEC Reports complied as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and Act, the rules and regulations of the SEC promulgated thereunder. True, correct and complete copies of all filings made by the Company with the SEC since such date (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable Laws, rules and regulations and including any registration statement filed by the Company under the U.S. Securities Act of 1933, as amended (the “Securities Act”), have been made available to Parentand the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed, or as so 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 light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) with respect to any Company SEC Report.

Reports; Financial Statements. (a) Since October December 31, 20022005, the Company has timely filed or furnished all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”) required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”), all of which have complied complied, as to form, as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. True, correct and complete copies of all filings made by the Company with the SEC since such date (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable Laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), have been made available to Parentthe Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and, in each case, the rules and regulations of the SEC promulgated thereunder. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filedfiled or furnished, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer To the knowledge of the Company, none of the Company has failed in any respect to make SEC Reports is the certifications required subject of him ongoing SEC review or her under Section 302 or 906 outstanding SEC comment. None of the Sxxxxxxx-Xxxxx Act of 2002 (Company’s Subsidiaries is required to file periodic reports with the “Sxxxxxxx-Xxxxx SEC pursuant to the Exchange Act”) with respect to any Company SEC Report.

Reports; Financial Statements. (a) Since October December 31, 20022004, the Company has timely filed or in all material respects furnished all forms, reports reports, statements, certifications and other documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”), all of which have complied complied, as to form, as of their respective filing dates dates, or with respect to amendments to Company SEC Reports filed prior to the date hereof, as of the date of the last such amendment, in all material respects with all applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. True, correct and complete copies of all filings made by the Company with the SEC since such date (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable Laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), have been made available to Parentthe Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. None of the such Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filedfiled or furnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer To the knowledge of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 Company, as of the Sxxxxxxx-Xxxxx date hereof, there are no material unresolved SEC comments. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) with respect to any Company SEC Report.other than Xxxxxx’x Operating Co., Inc.