Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company (a) Purchaser has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to since January 1, 2005, including, without limitation, Purchaser’s Annual Report on Form 10-K for the Securities Act or the Exchange Act fiscal year ended December 31, 2004 (all of the foregoing documents filed with or furnished to the SEC on March 11, 2005) and all exhibits included therein Purchaser’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005, and financial statementsSeptember 30, notes 2005 (filed with the SEC on May 9, 2005, August 9, 2005, and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the November 8, 2005, respectively) (each, a “Purchaser SEC DocumentsDocument”). As of their respective filing or furnishing dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Purchaser SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Purchaser SEC Documents, taken as a whole, contained at the time they were filed or furnished, contained of filing any untrue statement of a material fact or omitted to state a material fact required to be stated therein in such Purchaser SEC Document or necessary in order to make the statements thereinin such Purchaser SEC Document, in the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none of the Purchaser SEC Documents, considered taken as a whole and as amended whole, as of the date hereofof such Purchaser SEC Document, do not as of the date hereof, and will not as of the Closing Date, contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated in such Purchaser SEC Document or necessary in order to make the statements thereinin such Purchaser SEC Document, in the light of the circumstances under which they were made, not misleading. There are no contractsPurchaser is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits except to the SEC Documents which extent that any failure to so comply would not reasonably be expected to have not been so described, disclosed a material adverse effect with respect to Purchaser or filedits business.

SEC Documents. The Company (a) To the actual knowledge of the Parent, Parent has timely filed or furnishedfurnished all material forms, as applicable, all reports, schedules, statements and other documents required to be filed by it with the SEC since the consummation of the initial public offering of the Parent’s securities, together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished by it with the SEC pursuant to under the Securities Act or the Securities Exchange Act (excluding Section 16 under the Securities Exchange Act) (all of the foregoing such forms, reports, schedules, statements and other documents filed with or furnished to the SEC and all exhibits included therein and financial statementsSEC, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, each of the SEC Documents Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Securities Act, or the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, of the SEC thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to . To the date actual knowledge of this Agreementthe Parent, none of the SEC DocumentsDocuments contained, at when filed or, if amended prior to the time they were filed or furnishedClosing Date, contained as of the date of such amendment with respect to those disclosures that are amended, 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. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely a. WTC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it or any of its Subsidiaries since January 1, 1998 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed with the SEC pursuant to the Securities Act or the Exchange Act (all collectively, WTC's "SEC Documents"), as of the foregoing documents filed with date filed, (A) complied or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied will comply in all material respects as to form with the applicable requirements of the Xxxxxxxx-Xxxxx Act, under the Securities Act or the Exchange Act, as the case may be, and the rules (B) did not and regulations promulgated thereunderwill not, as applicablethe case may be, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, contained 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. The information ; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the SEC Documentsrelated notes and schedules thereto) fairly presents, considered or will fairly present, as a whole the case may be, the financial position of WTC and as amended its Subsidiaries as of the date hereofits date, do not as and each of the date hereofstatements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, as the case may be, the results of operations, changes in shareholders' equity and will not changes in cash flows, as the case may be, of WTC and its Subsidiaries for the Closing Date, contain any untrue statement of a material fact or omit periods to state a material fact necessary to make the statements thereinwhich they relate, in each case in accordance with GAAP during the light of the circumstances under which they were madeperiods involved, not misleading. There are no contractsexcept in each case as may be noted therein and subject to normal, agreements, arrangements, transactions or documents which are required to be described or disclosed recurring year-end audit adjustments in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedcase of unaudited statements.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act or the and Exchange Act of 1934, as amended (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements“Exchange Act”) (collectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their its respective filing or furnishing datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such SEC Document, at the time they were filed or furnished, contained and 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. The Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents, considered as a whole and as amended Documents as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain hereof contains any untrue statement of a material fact or omit omits to state a any 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. There are no contractsAs of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, transactions or documents which are required to be described or disclosed in each case, the notes thereto) of the Company included in the SEC Documents or when filed complied as to be filed as exhibits to form in all material respects with the published rules and regulations of the SEC Documents which with respect thereto, have not been so describedprepared in all material respects in accordance with United States generally accepted accounting principles (except, disclosed in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or filedother rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company 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 quarterly statements, to normal year-end adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and other documents together with any materials filed or furnished by the Company under the Exchange Act (all of the foregoing documents filed with Act, whether or furnished to the SEC and all exhibits included therein and financial statementsnot any such reports were required, notes and schedules thereto and documents incorporated by reference therein being hereinafter are collectively referred to herein as the “SEC Documents”). .” As of their respective filing or furnishing dates, the SEC Documents Reports filed by the Company complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at when filed by the time they were filed or furnishedCompany, 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. The information contained As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Documents, considered as a whole and as amended as of to the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which extent such agreements are required to be described included or disclosed in the SEC Documents or to be filed as exhibits identified pursuant to the SEC Documents which have not been so described, disclosed or filedrules and regulations of the SEC.

SEC Documents. The Company has timely Seller is obligated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or furnishedrequired to be filed by the Seller, as applicableincluding all exhibits thereto or incorporated therein by reference, and all reports, schedules, forms, statements and documents filed by the Seller under the Securities Act hereinafter called the "SEC DOCUMENTS"). The Seller has filed all reports or other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or under the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)Act. As of their respective filing or furnishing dates, the All SEC Documents complied filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, (ii) did not at the time they were filed (or, if amended or furnishedsuperseded by a filing prior to the date hereof, contained then on the date of such filing) 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. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "COMMISSION") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent REPORTS"). None of the information contained about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the SEC Documents, considered as a whole course of discussions and as amended as of the date hereof, do negotiations with respect hereto which is not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, disclosed in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions Recent Reports is or documents which are was required to be described or so disclosed, and no material non-public information has been disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedPurchasers.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). None of the Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing datesdates (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, effected or amended (as the case may be), 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. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. The Company CNE has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Commission pursuant to the Securities Act or and the Exchange Act (all of the foregoing documents filed with or furnished "SEC Documents"), and during the twelve (12) calendar months prior to the SEC and Effective Time all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the such SEC Documents have been filed in a timely manner. The SEC Documents have complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the Commission, 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. The information contained in As of their respective dates, the SEC Documents, considered as a whole and as amended as financial statements of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed CNE included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or to be filed as exhibits the notes thereto, or (b) in the case of unaudited interim statements, to the SEC Documents which have extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of CNE as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). CNE has not been so describedreceived notification from the Commission, disclosed the AMEX and/or any federal or filedstate securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CNE and/or relating to any of CNE's securities.

SEC Documents. The Company Parent has timely filed or furnishedall required registration statements, as applicableprospectuses, all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC pursuant since January 1, 2005. Parent has made available to the Securities Act or Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the Exchange Act (all of the foregoing documents form filed with or furnished the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents”). Reports.” As of their respective filing or furnishing dates, the Parent SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Parent SEC Reports, as applicable, to and (ii) did not at the respective SEC Documents, and, other than as corrected time they were filed (or clarified in if amended or superseded by a subsequent SEC Document filing prior to the date of this Agreement, none Agreement then on the date of the SEC Documents, at the time they were filed or furnished, contained such filing) 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. The information contained in the SEC Documents, considered as a whole and as amended as None of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are Parent’s subsidiaries is required to be described file any forms, reports or disclosed in other documents with the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedSEC.

SEC Documents. The Company Buyer has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with Buyer before the SEC pursuant to the Securities Act or the Exchange Act (all date of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)this Agreement. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement, as of the date of this Agreement, none of the Buyer 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 the statements, therein, in light of the circumstances under which they were made, not misleading. The information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth in SECTION 3.9 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required material contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended September 30, disclosed or filed2000.

SEC Documents. The Company has timely filed or furnishedwith the Securities and Exchange Commission (the "SEC") all forms, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to by the Securities Act or Company since December 31, 1996 (together with all information incorporated therein by reference, the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were filed 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. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. The information contained in financial statements (including the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed related notes) included in the SEC Documents or comply as to be filed as exhibits to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents which with respect thereto, have not been so describedprepared in accordance with GAAP (except, disclosed or filedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the XxxxxxxxSxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company Purchaser (a) has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Purchaser with the Securities and Exchange Commission (the "SEC") since December 31, 1999, including, without limitation, the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (the "EXCHANGE ACT DOCUMENTS") and (b) intends to file the Registration Statement with the SEC pursuant to as provided in Section 4.6(f) on the Securities Act or Closing Date (such Registration Statement, including any prospectus contained therein, the "SECURITIES ACT DOCUMENTS" and, together with the Exchange Act (all of Documents, the foregoing documents filed with or furnished to the "PURCHASER SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”DOCUMENTS"). As of their its respective filing or furnishing datesdate, the SEC Documents complied each Exchange Act Document complied, and each Securities Act Document will comply, in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable thereto, at the time they were filed or furnishedand each Exchange Act Document did not, contained and each Securities Act Document 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 therein, in the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in the any Purchaser SEC DocumentsDocument has been revised or superseded by a later filed Purchaser SEC Document, considered as a whole and as amended as of the date hereof, do not as none of the date hereofExchange Act Documents contains and, and will not as of the Closing Date, contain none of the Purchaser SEC Documents will 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 therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the XxxxxxxxSarxxxxx-Xxxxx ActXxt, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing DateDate (or the Additional Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.filed except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects. ​ ​ ​

SEC Documents. No Non-Public Information; Financial Statements. The Common Stock of the Company has timely is registered pursuant to Section 12(g) of the Exchange Act and the Company and its subsidiaries have filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission ("SEC") pursuant to the Securities Act or reporting requirements of the Exchange Act Act, including all such proxy information, solicitation statement and registration statements, and any amendments thereto required to have been filed as of the Closing Date (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the Purchasers any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed (excluding the transactions contemplated hereby to the extent material). As of their respective filing or furnishing datestimes, the SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder and other federal, as applicablestate and local laws, rules and regulations applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC Documents contain all material information contained in concerning the SEC DocumentsCompany, considered as a whole and as amended as of no event or circumstance has occurred prior to the date hereof, do not as of the date hereof, and hereof or will not as of have occurred on the Closing Date, contain any untrue statement of a material fact Date which would require the Company to disclose such event or omit to state a material fact necessary circumstance in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents not misleading but which has not, or to be filed as exhibits to the SEC Documents which will have not not, been so described, disclosed or fileddisclosed.

SEC Documents. The Company Parent has timely filed or furnishedall required registration statements, as applicableprospectuses, all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC pursuant since January 1, 2005. Parent has made available to the Securities Act or Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the Exchange Act (all of the foregoing documents form filed with or furnished the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents”). Reports.” As of their respective filing or furnishing dates, the Parent SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Parent SEC Reports, as applicable, to and (ii) did not at the respective SEC Documents, and, other than as corrected time they were filed (or clarified in if amended or superseded by a subsequent SEC Document filing prior to the date of this Agreement, none Agreement then on the date of the SEC Documents, at the time they were filed or furnished, contained such filing) 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. The information contained in None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC Documents, considered as a whole and as amended as SEC. As of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of Parent is a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedWell-Known Seasoned Issuer.

SEC Documents. The Company has timely filed or furnishedall reports, schedules, forms, ------------- statements and other documents required to be filed by it with the United States Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as applicableamended, and any rules or regulations promulgated thereunder (the "Exchange Act"), on a timely basis (all of the foregoing, together with all reports, schedules, forms, statements and other documents required to be filed or furnished by it Company's subsidiaries with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC SEC, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The As of the date hereof, the information contained in the SEC Documents, considered as a whole and as amended as when viewed in the context of the date hereoftotal mix of information publicly available concerning the Company, do does not as of the date hereof, and will not as of the Closing Date, 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 the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing DateDate (or the Additional Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.filed except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects. ​ ​ ​ ​

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it the Company since January 1, 2015 (together with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), in each case at or prior to the time required. No Subsidiary of the Company is, or has been, required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”)) and as of their respective filing dates (in the case of all other SEC Documents Documents), each SEC Document complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, of 2002 and the rules and regulations promulgated thereunderthereunder (collectively, as applicable“SOX”), in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been amended, restated, revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit 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. There As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in any comment letters received by the Company from the SEC relating to the SEC Documents. As of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, transactions at the time the respective statements were 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, were derived from the books of account and other financial records of the Company and its Subsidiaries, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q or documents which other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal recurring year-end adjustments that are immaterial in nature). Except as reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s financial statements (or the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required to be described recorded as a liability or disclosed by GAAP in the SEC Documents financial statements or to be filed as exhibits to footnotes thereto other than liabilities or obligations that (A) were incurred after the SEC Documents which have not been so describeddate of the latest balance sheet included in the Baseline Financials in the ordinary course of business consistent with past practice or (B) were incurred in connection with this Agreement, disclosed the Merger or filedthe other transactions contemplated by this Agreement.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Act or the Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder (the "Exchange Act"), on a timely basis (all of the foregoing foregoing, together with all reports, schedules, forms, statements and other documents filed by Company's subsidiaries with or furnished to the SEC SEC, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The As of the date hereof, the information contained in the SEC Documents, considered as a whole and as amended as when viewed in the context of the date hereoftotal mix of information publicly available concerning the Company, do does not as of the date hereof, and will not as of the Closing Date, 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 the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Concentra has made available to the Company has timely a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it Concentra Operating with the SEC pursuant since January 1, 2000 and prior to or on the Securities Act date of this Agreement (the "Concentra --------- SEC Documents"), which are all the documents (other than preliminary material) ------------- that Concentra or the Exchange Act (all of the foregoing documents filed its Subsidiaries were required to file with or furnished to the SEC between January 1, 2000 and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)date of this Agreement. As of their respective filing or furnishing dates, the Concentra SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, of the SEC thereunder applicable to the respective such Concentra SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Concentra SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Concentra or its Subsidiaries has any outstanding and unresolved comments from the SEC with respect to any of the Concentra SEC Documents. The information contained consolidated financial statements of Concentra Operating included in the Concentra SEC Documents, considered Documents complied as a whole to form in all material respects with the published rules and as amended as regulations of the date hereofSEC with respect thereto, do not were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as of may be indicated in the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinnotes thereto or, in the light case of the circumstances under which they were madeunaudited statements, not misleading. There are no contractsas permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, agreementsin the case of the unaudited statements, arrangementsto normal, transactions or documents recurring adjustments, none of which are required to be described or disclosed in material) the SEC Documents or to be filed consolidated financial position of Concentra Operating and its consolidated Subsidiaries as exhibits to of their respective dates and the SEC Documents which have not been so described, disclosed or filedconsolidated results of operations and the consolidated cash flows of Concentra Operating and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company Parent has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished by it (including exhibits and all other information incorporated therein) with the SEC pursuant to since September 11, 2000 (collectively, the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"Parent SEC Documents”"). As of their respective filing or furnishing dates, the Parent SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Parent SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Parent SEC Documents, at the time they were Documents when filed 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent 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 the statements therein, in light of the circumstances under which they were made, not misleading. The information contained financial statements of Parent included in the Parent SEC DocumentsDocuments comply as to form, considered as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with French GAAP applied on a whole consistent basis during the periods involved (except as may be indicated in the notes thereto) and as amended fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the date hereof, do not as dates thereof and the consolidated results of their operations and cash flows for the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.periods then

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing dates, (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each of the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, effected or amended (as the case may be), 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. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its American Depositary Shares (“ADSs”) from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act in all material respects.

SEC Documents. The Company has timely filed or furnished, as applicable, (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing documents filed with within two years preceding the date hereof or amended after the date hereof, or filed or furnished to after the SEC date hereof with the SEC, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements publicly filed by the Company under the Securities Act (including any Registration statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates (or, with respect to any filing that has been amended or furnishing datessuperseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, contained and did not contain 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. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act Commission (all any of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter are referred to herein as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, or the Securities Exchange Act or of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior and to the date of this AgreementCompany's and Subsidiary's knowledge, none of the SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, to the Company's and Subsidiary's knowledge, none of the SEC Documents currently contains any untrue statement of a material fact at the time that it was made or omits to state any material fact required to be stated therein or necessary in order to make the statements therein as of the date thereof, in light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as financial statements of the date hereof, do not as of the date hereof, Company and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed Subsidiary included in the SEC Documents or comply as to be filed form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as exhibits to permitted by Form 10-QSB of the SEC Documents which have not been so described, disclosed or filed.Commission) applied on a

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Sky Ease Closing DateDate (or the BCI Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedfiled except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, ​ ​ delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

SEC Documents. The Company is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Company, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Company under the Securities Act are hereinafter called the "SEC Documents"). The Company has timely filed all reports or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or under the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)Act. As of their respective filing or furnishing dates, the All SEC Documents complied filed by the Company (i) were prepared in all material respects in accordance with the requirements of the Xxxxxxxx-Xxxxx Act, Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, (ii) did not at the time they were filed (or, if amended or furnishedsuperseded by a filing prior to the date hereof, contained then on the date of such filing) 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. The Company has previously delivered or made available (including via the SEC's XXXXX filing system) to the Purchaser a correct and complete copy of each report which the Company filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information contained incorporated by reference into the Recent Reports). All of the information about the Company or its Subsidiaries which has been disclosed to the Purchasers herein or in the SEC Documents, considered as a whole course of discussions and as amended as of negotiations with respect hereto which is material to the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or Company has been disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedRecent Reports.

SEC Documents. The Company Borrower has timely filed filed, through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or furnishedsuccessor thereto) (“XXXXX”), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents SEC Documents within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, or to the extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and/or the Exchange Act, Act (as the case may be, applicable) and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The information contained in Since the filing of the SEC Documents, considered as a whole of each Disbursement Date, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as amended as of the date hereof, do to which such an amendment or a supplement has not as of the date hereof, been filed and will not as made publicly available on XXXXX on or prior to such Disbursement Date. As of the Closing Date, contain the Borrower has not received any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in written comments from the SEC Documents or to be filed as exhibits to the SEC Documents which staff that have not been so describedresolved, disclosed or filedto the knowledge of the Borrower, to the satisfaction of the SEC staff.

SEC Documents. No Non-Public Information. The COMMON SHARES of the Company has timely are registered pursuant to Section 12(b) of the Exchange Act and the Company and its subsidiaries have filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission ("SEC") pursuant to the Securities Act or reporting requirements of the Exchange Act Act, including all solicitation statements and registration statements, and any amendments thereto required to have been filed (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”DOCUMENTS"). The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the Purchaser any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, thereunder and none of the SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC Documents contain all material information contained in concerning the SEC DocumentsCompany and its subsidiaries, considered as a whole and as amended as of no event or circumstance has occurred prior to the date hereof, do not as of the date hereof, and hereof or will not as of have occurred on the Closing Date, contain any untrue statement of a material fact Date which would require the Company to disclose such event or omit to state a material fact necessary circumstance in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents not misleading but which has not, or to be filed as exhibits to the SEC Documents which will have not not, been so described, disclosed or fileddisclosed.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has timely filed or furnished, as applicable, made available to Parent complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2007 (such documents available on the SEC website or made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2007, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by it with the SEC pursuant at or prior to the Securities Act or the Exchange Act (all time so required. No Subsidiary of the foregoing documents filed with Company is required to file or furnished to furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit 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. There To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2007, and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, agreements, arrangements, transactions or documents which are required to be described or disclosed the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were 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, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the Baseline Financials, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (a) with respect to be filed as exhibits or arising from transactions contemplated hereby, (b) incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (c) incurred on or after the date of this Agreement that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (d) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended March 31, 2009, filed with the SEC Documents which have not been so describedon May 6, disclosed or filed2009.

SEC Documents. The (i) Each of the Company and Xxxxxxxx Scotsman, Inc. has timely filed or furnished, as applicable, with the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act such Persons (all of the foregoing such reports, schedules, forms, statements and other documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being are hereinafter referred to as the “"SEC Documents”"). As ; and (ii) as of their respective filing or furnishing dates, (A) the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, Documents and (B) none of the SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a any 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. The information contained in None of the SEC Documents, considered Documents as revised or superseded by a whole and later Filed SEC Document (as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain defined in Section 2.1(f)) contains any untrue statement of a material fact or omit omits to state a any 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. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. (i) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2003 (together with all exhibits included therein and financial statements, notes and schedules thereto and documents and other information incorporated therein by reference therein being hereinafter referred to as reference, the “SEC Documents”). The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished since January 1, 2003. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. The information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the SEC Documents, considered as a whole and as amended as together with all written responses of the Company thereto. As of the date hereofof this Agreement, do not as there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date hereofof this Agreement, and will not as to the knowledge of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light Company none of the circumstances under which they were made, not misleadingSEC Documents is the subject of any ongoing review by the SEC. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were 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, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be filed indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as exhibits of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except (A) as set forth in the most recent balance sheet (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), (B) for liabilities incurred after the date of the Baseline Financials but prior to the SEC Documents which date of this Agreement in the ordinary course of business consistent with past practice, and (C) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have not been so describeda Material Adverse Effect, disclosed the Company and its Subsidiaries have no material liabilities or filedobligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents. The Company PPTI has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act or of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as “Exchange Act”) (the “SEC Documents”). As of their respective filing or furnishing dates, PPTI is not currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the Commission, 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. The information contained As of their respective dates, to the best of PPTI’s knowledge during those respective dates, the financial statements of PPTI included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of PPTI as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, considered as a whole and as amended as PPTI has not received notification from the Commission, and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against PPTI and/or relating to any of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedPPTI’s securities.

SEC Documents. (i) The Company has timely filed or furnishedwith the SEC all forms, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to by the Securities Act or Company since June 26, 2001 (together with all information incorporated therein by reference, the Exchange Act (all SEC Documents). No Subsidiary of the foregoing documents filed Company is required to file any form, report, schedule, statement or other document with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing datesdates or, if amended prior to the date hereof, as of the amendment date, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActUnited States Securities Act of 1933, as amended (the Securities Act Act), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, andand none of the SEC Documents at the time it was filed or, other than as corrected or clarified in a subsequent SEC Document if amended prior to the date of this Agreementhereof, none as of the SEC Documents, at the time they were filed or furnishedamendment date, 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. The Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a Filed SEC Document) has been revised or superseded by a later filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit 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. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it the Company since January 1, 2015 (together with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), in each case at or prior to the time required. No Subsidiary of the Company is, or has been, required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”)) and as of their respective filing dates (in the case of all other SEC Documents Documents), each SEC Document complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, of 2002 and the rules and regulations promulgated thereunderthereunder (collectively, as applicable“SOX”), in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been amended, restated, revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit 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. There As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in any comment letters received by the Company from the SEC relating to the SEC Documents. As of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, transactions at the time the respective statements were 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, were derived from the books of account and other financial records of the Company and its Subsidiaries, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q or documents which other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal recurring year-end adjustments that are immaterial in nature). Except as reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s financial statements (or the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required to be described recorded as a liability or disclosed by GAAP in the SEC Documents financial statements or to be filed as exhibits to footnotes thereto other than liabilities or obligations that (A) were incurred after the SEC Documents which have not been so describeddate of the latest balance sheet included in the Baseline Financials in the ordinary course of business consistent with past practice or (B) were incurred in connection with this Agreement, disclosed the Merger or filedthe other transactions contemplated by this Agreement.

SEC Documents. The (i)The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and accurate copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since October 1, 2003 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by the Company. No Subsidiary is required to file or furnish any report, schedule, form, statement or other document or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Exchange Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunder, as applicableand the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder ("SOX"), in each case, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent extent applicable to such SEC Document prior to at the date time of this Agreementfiling or furnishing, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit 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. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed Each of the financial statements (including the related notes) of the Company included in the SEC Documents or to be complied at the time it was filed as exhibits 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, was prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("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 present in accordance with GAAP in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (x) as set forth or fully reserved against in the most recent financial statements included in the Filed SEC Documents which (the "Baseline Financials"), or (y) as incurred since the date of the most recent balance sheet in the Baseline Financials in the ordinary course of business consistent with past practice, the Company and the Subsidiaries have not been so describedno material liabilities or obligations of any nature (whether accrued, disclosed absolute, contingent or filedotherwise).

SEC Documents. (i) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (EDGAR) database of the SEC contains in a publicly available format, coxxxxxe and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2004 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Since January 1, 2004, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe "Securities Act") and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the SEC Documents, considered as a whole and as amended as together with all written responses of the Company thereto. As of the date hereofof this Agreement, do not as there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date hereofof this Agreement, and will not as to the knowledge of the Closing DateCompany, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light none of the circumstances under which they were made, not misleadingSEC Documents is the subject of any ongoing review by the SEC. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were 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, have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("GAAP") (except, in the case of interim financial statements, as permitted by the SEC under Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the Company's unaudited financial statements for the quarter ended April 1, 2007 included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (A) liabilities and obligations expressly permitted or contemplated by this Agreement, (B) liabilities and obligations incurred in the ordinary course of business consistent with past practice, or (C) liabilities and obligations that would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, a "Filed SEC Document" is any SEC Document filed as exhibits or furnished and publicly available prior to the SEC Documents which have not been so described, disclosed or fileddate of this Agreement.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2004 (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Company SEC Documents”). As of their its respective filing or furnishing datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such Company SEC Document, at the time they were filed or furnished, contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that (i) no representation is given with respect to the timely filing of any Company SEC Document filed prior to the Company’s report on Form 10-Q for the quarter ended September 30, 2005, and (ii) that the Company did not file a consent of its independent public accountants as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2003 or its Annual Report on Form 10-K for the year ended December 31, 2004, as originally filed, but subsequently filed such consents with amendments filed on Form 10-K/A. Except to the extent that information contained in a Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Document contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information contained consolidated financial statements of the Company included in the Company SEC DocumentsDocuments complied as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, considered have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a whole consistent basis during the periods involved (except as may be indicated in the notes thereto) and as amended present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date hereof, do not as dates thereof and the consolidated results of their operations and cash flows for the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinperiods then ended (subject, in the light case of the circumstances under which they were madeunaudited statements, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filednormal year-end audit adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, with the SEC all reports, schedules, forms, reports and registration statements and other documents filings required to be filed or furnished by it with under the SEC pursuant to the Securities Act or the Exchange Act (all rules and regulations of the SEC, for the two years preceding the date hereof (the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein materials being hereinafter collectively referred to herein as the “"SEC Documents”)") on a timely basis. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as financial statements of the date hereofCompany, do not as of including the date hereofnotes thereto, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed included in the SEC Documents or (the "Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and were prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated (except as may be filed indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as exhibits permitted by Form 10-Q of the SEC). The Financial Statements fairly present the financial condition and operating results of the Company and its Subsidiaries at the dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments). There has been no change in the Company's accounting policies except as described in the notes to the SEC Documents which have not been so described, disclosed or filedFinancial Statements.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NYSE. The Company has not received any notification that the SEC or the NYSE is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

SEC Documents. The Company TM has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it TM with the SEC since October 17, 2007, pursuant to the Securities Act or Sections 13(a), 14(a) and 15(d) of the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “TM SEC Documents”). As of their its respective filing or furnishing datesdate, the each TM SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such TM SEC Document, at the time they were filed or furnished, contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any TM SEC Document has been revised or superseded by a later filed TM SEC Document, none of the TM 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 the statements therein, in light of the circumstances under which they were made, not misleading. The information contained consolidated financial statements of TM included in the TM SEC DocumentsDocuments comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, considered have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a whole consistent basis during the periods involved (except as may be indicated in the notes thereto) and as amended fairly present the consolidated financial position of TM as of the date hereof, do not dates thereof and the consolidated results of their operations and cash flows as at the respective dates of and for the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit periods referred to state a material fact necessary to make the in such financial statements therein(subject, in the light case of unaudited financial statements, to normal year-end audit adjustments and the omission of notes to the extent permitted by Regulation S-X of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedSEC).

SEC Documents. The Company has timely furnished to each Purchaser, a true and complete copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (“Form 10-K”), the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2005 as filed with the SEC on August 9, 2005, and any other statement, report, registration statement (other than registration statements on Form S-8) or furnisheddefinitive proxy statement filed by the Company with the SEC during the period commencing August 9, as applicable2005 and ending on the date hereof. The Company will, promptly upon the filing thereof, also furnish to each Purchaser all reportsstatements, schedulesreports (including, formswithout limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and other documents definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be filed furnished to each Purchaser pursuant to this sentence or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all next preceding sentence of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statementsthis Section 3.6 being called, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as collectively, the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied or will comply in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed Documents contained or furnished, contained will contain any untrue statement of a material fact or omitted or will 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. The information contained in the SEC Documents, considered as a whole and as amended as of their respective filing dates, except to the date hereof, do not as extent corrected by a subsequently filed SEC Document. True and complete copies of the date hereof, Company’s certificate of incorporation and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be by-laws have been filed as exhibits to the SEC Documents which have not been so described, disclosed or filedDocuments.

SEC Documents. The Company Since January 1, 2005, the Issuer has timely filed or furnished, as applicable, all reports, schedules, forms, statements statements, Material Contracts, and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and (including all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein) being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The information contained misleading (except as such SEC Documents have been subsequently amended or revised in the SEC DocumentsDocuments prior to the Effective Date). As of their respective dates, considered as a whole and as amended as the financial statements of the date hereof, do not Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the date hereof, and will not as SEC with respect thereto. No other information provided by or on behalf of the Closing Date, contain Issuer to the Purchasers which is not included in the SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents None of the statements made in any such SEC Documents which are is required to be described updated or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have amended under applicable law has not been so described, disclosed updated or filedamended. The Issuer meets the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Registration Rights Agreement).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange 1934 Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxxxxx- Xxxxx ActAct of 2002, the Securities Act or the Exchange 1934 Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and other documents together with any materials filed or furnished by the Company under the Exchange Act (all of the foregoing documents filed with Act, whether or furnished to the SEC and all exhibits included therein and financial statementsnot any such reports were required, notes and schedules thereto and documents incorporated by reference therein being hereinafter are collectively referred to herein as the “SEC Documents”). .” As of their respective filing or furnishing dates, the SEC Documents Reports filed by the Company complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC DocumentsReports, at when filed by the time they were filed or furnishedCompany, 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. The information contained As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Documents, considered as a whole and as amended as of to the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which extent such agreements are required to be described included or disclosed in the SEC Documents or to be filed as exhibits identified pursuant to the SEC Documents which have not been so described, disclosed or filedrules and regulations of the SEC.

SEC Documents. The Company has timely Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or furnished incorporated therein by it with reference, and all documents filed by the SEC pursuant to Seller under the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as called the “SEC Documents”). As of their respective filing The Seller has filed all reports or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or other documents required to be filed under the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document Act prior to the date of this Agreement, none . All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the SEC Documents, Exchange Act and (ii) did not at the time they were filed (or, if amended or furnishedsuperseded by a filing prior to the date hereof, contained then on the date of such filing) 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. The information contained in Seller has previously delivered or made available via XXXXX to the SEC DocumentsPurchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact 2002 (all such reports filed or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the SEC Documents Recent Reports is or was required to be filed as exhibits so disclosed, and no material non-public information has been disclosed to the SEC Documents which have not been so described, disclosed or filedPurchasers.

SEC Documents. (a) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2004 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Since January 1, 2004, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document at the time it was filed or furnished to the respective SEC DocumentsSEC, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, 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. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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. The information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the SEC Documents, considered as a whole and as amended as together with all written responses of the Company thereto. As of the date hereofof this Agreement, do not as there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date hereofof this Agreement, and will not as to the knowledge of the Closing DateCompany, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light none of the circumstances under which they were made, not misleadingSEC Documents is the subject of any ongoing review by the SEC. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were 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, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“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 filed indicated in the notes thereto) and fairly present in accordance with GAAP in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as exhibits of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (i) as set forth or fully reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), (ii) for liabilities incurred after the date of the Baseline Financials but prior to the SEC Documents which date of this Agreement in the ordinary course of business consistent (including in type and amount) with past practice and (iii) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have not been so describeda Material Adverse Effect, disclosed the Company and its subsidiaries have no material liabilities or filedobligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents. The Company Parent has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant since January 1, 2009, including but not limited to Parent’s Annual Report to Stockholders on Form 10-K for the Securities Act or the Exchange Act (all of the foregoing documents year ended December 31, 2008, filed with or furnished to the SEC on March 13, 2009 (each, a “Parent SEC Document” and all exhibits included therein and financial statementscollectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Parent SEC Documents”). As of their respective filing or furnishing dates, the Parent SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Parent SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Parent SEC Documents, taken as a whole, contained at the time they were filed or furnished, contained of filing 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. The Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed Parent SEC Document or by other public disclosure by Parent, none of the Parent SEC Documents, considered taken as a whole and as amended as of the date hereofwhole, do not as of the date hereof, and will not as of the Closing Date, contain contains any untrue statement of a material fact or omit omits to state a any 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. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the any Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company FAL has timely made (and, with respect to such documents filed or furnishedafter the date hereof through the Closing Date, as applicablewill make) available to SUG a true and complete copy of each report, all reportsschedule, schedulesregistration statement (other than on Form S-8), forms, statements and other documents required to be definitive proxy statement filed or furnished by it FAL with the SEC pursuant to since September 30, 1998 through the Securities Act or Closing Date in substantially the Exchange Act (all of the foregoing documents form filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as (the “"FAL SEC Documents”"). As of their respective filing or furnishing dates, the FAL SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, of the SEC thereunder applicable to the respective such FAL SEC Documents, and, other than as corrected and did not (or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contractsThe audited consolidated financial statements and unaudited interim financial statements of FAL included in the FAL SEC Documents (collectively, agreementsthe "FAL Financial Statements") were (or will be) prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10- Q) and fairly present (or will fairly present) in all material respects the financial position of FAL and its Subsidiaries, arrangementsas of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, transactions or documents as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are required to be described or disclosed not material in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedaggregate.

SEC Documents. The Company has timely made available to Investor true and complete copies of all reports or registration statements the Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to Securities and Exchange Commission (“SEC”) under the Securities Act or of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), for all of periods subsequent to December 31, 2013, all in the foregoing documents form so filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as (collectively the “SEC Documents”). As To the Company’s knowledge, the Company has filed all documents that the Company was required to file under the Exchange Act subsequent to December 31, 2013. To the Company’s knowledge, as of their respective filing or furnishing dates, the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at Documents filed under the time they were filed or furnished, Exchange Act 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. The information contained in To the Company’s knowledge, none of the SEC Documents, considered as a whole and as amended as of Documents filed under the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any Securities Act contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading at the time such SEC Documents became effective under the Securities Act. Except as expressly set forth in this Section 3, the Company makes no representation or warranty, express or implied, in the light respect of any of the circumstances under which they were madeCompany’s assets, not misleading. There liabilities or operations, or otherwise, and any such other representations or warranties, including, without limitation, any representations, warranties or disclosures made in any presentation or marketing materials made available by the Company, if any, are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedhereby expressly disclaimed.

SEC Documents. The Company Borrower has timely filed filed, through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or furnishedsuccessor thereto) (“XXXXX”), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents SEC Documents within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, or to the extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and/or the Exchange Act, Act (as the case may be, applicable) and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The information contained in Since the filing of the SEC Documents, considered as a whole and as amended as no event has occurred that would require an amendment or supplement to any of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents and as to which such an amendment or to be a supplement has not been filed as exhibits and made publicly available on XXXXX on or prior to the date this representation is made. The Borrower has not received any written comments from the SEC Documents which staff that have not been so describedresolved, disclosed or filedto the knowledge of the Borrower, to the satisfaction of the SEC staff.

SEC Documents. The Company has timely A true and complete copy of each report, registration statement, prospectus and definitive proxy statement filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it Purchaser with the SEC pursuant Securities and Exchange Commission (“SEC”) since January 1, 2002 and prior to the Securities Act or the Exchange Act date of this Agreement (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)) is available for Seller’s review through the SEC’s website. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information financial statements of Purchaser contained in the SEC Documents, considered Documents complied as a whole to form in all material respects with the published rules and as amended as regulations of the date hereofSEC with respect thereto, do not were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as of may be indicated in the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinnotes thereto or, in the light case of the circumstances under which they were madeunaudited statements, not misleading. There are no contractsas permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of United States generally accepted accounting principles (subject, agreementsin the case of the unaudited statements, arrangementsto normal, transactions or documents recurring adjustments, none of which are required to be described or disclosed in material) the SEC Documents or to be filed consolidated financial position of Purchaser and its consolidated subsidiaries as exhibits to of their respective dates and the SEC Documents which consolidated results of operations and the consolidated cash flows of Purchaser and its consolidated subsidiaries for the periods presented therein, respectively, and have not been so describedderived from the accounting records of Purchaser and represent only actual, disclosed or filedbona fide transactions.

SEC Documents. The Company Except as set forth in Section 3.27 of the Buyer Disclosure Schedule, Buyer has timely filed filed, or furnished, as applicablewill file prior to the Closing Date, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with Buyer before the SEC pursuant to date of this Agreement and before the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)Effective Time. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement or before the Effective Time, none of the Buyer 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 the statements therein, in light of the circumstances under which they were made, not misleading. The information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth in Section 3.27 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required Buyer Material Contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended December 31, disclosed 2009 or filedany subsequent Quarterly Report on Form 10-Q, or any required Current Report.

SEC Documents. The For the two years preceding the date hereof, the Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including under Section 13(a) and 15(d) thereof, and has filed all registration statements and other documents required to be filed by it with the SEC pursuant to the Securities Act. All materials filed by the Company with the SEC under the Securities Act or the Exchange Act (all of for the foregoing documents filed with or furnished to two years preceding the SEC date hereof and all amendments thereto, including exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being therein, are hereinafter referred to herein as the “SEC Documents”).” The Company has made available to representatives of the Investors all of the SEC Documents. As of their respective filing or furnishing datesdates (or, if amended, then on the date of such amendment), the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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. The information contained Any statements made in the any such SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact Documents that are or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described updated or disclosed in amended under the SEC Documents Exchange Act or to be filed the Securities Act, as exhibits to the SEC Documents which case may be, have not been so described, disclosed updated or filedamended.

SEC Documents. The Company Buyer has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with before the SEC pursuant to the Securities Act or the Exchange Act (all date of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)this Agreement. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement, as of the date of this Agreement, none of the Buyer 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 the statements therein, in light of the circumstances under which they were made, not misleading. The information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth on SECTION 3.10 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required material contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended December 31, disclosed or filed1999.

SEC Documents. The Company (a) Since January 1, 2020 and through the date of this Agreement, ADES has timely filed or furnished, as applicable, all reports, schedules, forms, statements reports and other documents with the SEC that have been required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished applicable Laws prior to the SEC and all date of this Agreement (collectively, together with any exhibits included therein and financial statements, notes and schedules thereto and documents other information incorporated by reference therein being hereinafter referred to as therein, the “ADES SEC Documents”). As of their respective the time it was filed with the SEC (or, if amended or superseded by a filing or furnishing datesprior to the date of this Agreement, then on the date of such filing), (i) each of the ADES SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, Act (as the case may be, ) and the rules and regulations promulgated thereunder, as applicable, (ii) to the respective SEC Documents, and, other than as corrected or clarified in a subsequent extent such ADES SEC Document prior was filed pursuant to the date of this AgreementExchange Act, none of the each ADES SEC Documents, at the time they were filed or furnished, contained Document 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. The information contained in To the SEC DocumentsKnowledge of ADES, considered as a whole and as amended as of the date hereof, do not as none of the date hereof, ADES SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and will not as there are no outstanding or unresolved comments received from the SEC with respect to any of the Closing DateADES SEC Documents. No Subsidiary of ADES is required to file any forms, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions reports or documents with the SEC. As used in this Section 4.27 the term “file” and variations thereof shall be broadly construed to include any manner in which are required to be described a document or disclosed in the SEC Documents information is furnished, supplied or to be filed as exhibits otherwise made available to the SEC Documents which have not been so described, disclosed or filedSEC.

SEC Documents. The Company Royaltech has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act or of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as “Exchange Act”) (the “SEC Documents”). As of their respective filing or furnishing dates, and during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. The SEC Documents have complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the Commission, 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. The information contained in As of their respective dates, to the SEC Documentsbest of Royaltech’s knowledge during those respective dates, considered as a whole and as amended as the financial statements of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed Royaltech included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or to be filed as exhibits the notes thereto, or (b) in the case of unaudited interim statements, to the SEC Documents which have not been so describedextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of Royaltech as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, disclosed or filedin the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements statements, exhibits (including certifications of the Company’s of the Company’s principal executive and financial officers pursuant to Section 302 and 906 of Xxxxxxxx-Xxxxx (as defined in Section 7(s))) and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act for the twelve (12) months preceding the date hereof (all of the foregoing documents filed with prior to or furnished on the date hereof, or prior to or on the SEC date of the Second Tranche Closing Date and the Third Tranche Closing Date for purposes of the Second Tranche Closing and the Third Tranche Closing, respectively, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to in this Agreement as the “SEC Documents”). As of their respective the date of filing or furnishing datesof each such SEC Document, such SEC Document, as it may have been subsequently amended by filings made by the Company with the SEC Documents prior to the date hereof, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none Document. None of the SEC Documents, at as of the time date filed and as they were filed or furnishedmay have been subsequently amended by filings made by the Company with the SEC prior to the date 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. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.