Common use of SEC Filings; Financial Statements; Information Provided Clause in Contracts

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has filed all registration statements, forms, reports and other documents required to be filed by the Public Company with the SEC since January 1April 10, 20022014. All such registration statements, forms, reports and other documents (including those that the Public Company may file after the date hereof until the Closing) are referred to herein as the “Public Company SEC Reports.” The Public Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Public Company SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Actmisleading in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2002Securities and Exchange Commission ("SEC"). All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Initial Offer Closing) are referred to herein as the “"Company SEC Reports.” " The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Public Company with the SEC since January 1September 18, 20022014. All such registration statements, forms, reports and other documents (including those that the Public Company may file after the date hereof until the Closing) are referred to herein as the “Public Company SEC Reports.” The All of the Public Company SEC Reports (iA) were or will be filed on a timely basis, (iiB) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Public Company SEC Reports, Reports and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has filed all registration statements, forms, reports and other documents required to be filed by the Company Buyer with the SEC since January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the Closing) are referred to herein as the “Company Buyer SEC Reports.” The Company Buyer SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Buyer is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January August 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. No investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Company’s Knowledge, threatened.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by Public Company with the SEC and under applicable Canadian securities laws for a period of at least twelve calendar months immediately preceding the execution of this Agreement. All registration statements, forms, reports and other documents, as amended prior to the date hereof, which have been filed by Public Company with the SEC since January 1, 2002. All such registration statements2019, forms, reports and other documents (including those that the Public Company may file after the date hereof until the Closing) Closing with the SEC, are referred to herein as the “"Public Company SEC Reports.” The " All of the Public Company SEC Reports (iA) were or will be filed on a timely basis, (iiB) at the time filedfiled (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Public Company SEC Reports, Reports and (iiiC) did not or will not at the time they were filed (or if amended prior to the date hereof, when so amended) or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022004. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsReports (other than any such requirements, rules and regulations with respect to which the Company at the time of filing was or is not yet required to comply), and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Company Buyer with the SEC since January 1February 6, 20022014. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the Closing) are referred to herein as the “Company Buyer SEC Reports.” The Company All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Company Buyer SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022000, and has made available to the Buyer copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date, all of which are publicly available on the SEC's XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Reports.” " The Company SEC Reports (i) were (other than the Annual Report on Form 10-K for the year ended December 31, 2002, which was filed April 15, 2003 and amended April 30, 2003) or will be filed on a timely basis, (ii) at the time filed, complied, were or will comply when filed, as to form be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed and furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Company with the SEC since January 1, 2002SEC. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the ClosingClosing and the Corrective Filings (as defined below) that the Company has filed which correct, supersede or update disclosures made in previously filed forms, reports and other documents) are referred to herein as the “Company SEC Reports.” The Company SEC Reports Reports, read together with, and as the statements made therein have subsequently been corrected, superseded or updated by the information contained in, the Corrective Filings, (i) were or will be filed on a timely basis, (ii) at the time filed, compliedcomply, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did do not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January July 1, 20022006. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Actmisleading in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Reports.” " The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January October 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or (in the case of those that the Company may file after the date hereof until the Closing) will be filed on a timely basis, (ii) at the time filed, complied, or (in the case of those that the Company may file after the date hereof until the Closing) will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or (in the case of those that the Company may file after the date hereof until the Closing) will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Reports.” " The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. There are no off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company SEC Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company Except as set forth on Schedule 4.6, Bxxxx has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Company Buyer with the SEC since January 1, 20022018. All such registration statements, forms, reports and other documents (including those that the Company may file after documents, as amended prior to the date hereof until the Closing) are referred to herein as the “Company Buyer SEC Reports.” The Company All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (iiA) at the time filedfiled (or if amended prior to the date hereof, compliedwhen so amended), or will comply when filed, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Company Buyer SEC Reports, Reports and (iiiB) did not or will not at the time they were filed (or are filed if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by Public Company with the SEC and under applicable Canadian securities laws for a period of at least twelve calendar months immediately preceding the execution of this Agreement. All registration statements, forms, reports and other documents, as amended prior to the date hereof, which have been filed by Public Company with the SEC since January 1, 2002. All such registration statements2019, forms, reports and other documents (including those that the Public Company may file after the date hereof until the Closing) Closing with the SEC, are referred to herein as the “Public Company SEC Reports.” The All of the Public Company SEC Reports (iA) were or will be filed on a timely basis, (iiB) at the time filedfiled (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Public Company SEC Reports, Reports and (iiiC) did not or will not at the time they were filed (or if amended prior to the date hereof, when so amended) or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company Except as set forth on Schedule 4.6, Buyer has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Company Buyer with the SEC since January 1, 20022018. All such registration statements, forms, reports and other documents (including those that the Company may file after documents, as amended prior to the date hereof until the Closing) are referred to herein as the “Company Buyer SEC Reports.” The Company All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (iiA) at the time filedfiled (or if amended prior to the date hereof, compliedwhen so amended), or will comply when filed, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Company Buyer SEC Reports, Reports and (iiiB) did not or will not at the time they were filed (or are filed if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company Parent has filed all registration statements, forms, reports and other documents required to be filed by the Company Parent with the SEC since January 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company Parent may file after the date hereof until the Closing) are referred to herein as the “Company "Parent SEC Reports.” " The Company Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations Regulations of the SEC thereunder applicable to such Company Parent SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Parent SEC Reports or necessary in order to make the statements in such Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January February 1, 20022010. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since February 1, 2010 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company Parent has filed all registration statements, forms, reports and other documents required to be filed by the Company Parent with the SEC since January 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company Parent may file after the date hereof until the Closing) are referred to herein as the “Company Parent SEC Reports.” The Company Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations Regulations of the SEC thereunder applicable to such Company Parent SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Parent SEC Reports or necessary in order to make the statements in such Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022008. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has timely filed all registration statements, forms, reports reports, schedules, prospectuses, proxy statements, certifications and other documents required to be filed by the Company Buyer with the SEC since January 1, 2002in the past twenty-four (24) months. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the ClosingClosing and together with all exhibits and schedules thereto and documents incorporated by reference therein) are referred to herein as the “Company Buyer SEC Reports.” The Company All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, as the case may beXxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Buyer SEC Reports, Reports and (iii) did not not, or will not not, at the time they were or are filed (or, if amended, as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company Except as set forth in Section 5.08 of the Disclosure Schedules, Buyer has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Company Buyer with the SEC since January 1, 20022018. All such registration statements, forms, reports and other documents (including those that the Company may file after documents, as amended prior to the date hereof until the Closing) are referred to herein as the “Company Buyer SEC Reports.” The Company All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (iiA) at the time filedfiled (or if amended prior to the date hereof, compliedwhen so amended), or will comply when filed, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Company Buyer SEC Reports, Reports and (iiiB) did not or will not at the time they were filed (or are filed if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has filed all registration statements, forms, reports reports, certifications and other documents required to be filed by the Public Company with the SEC since January 1, 2002for a period of at least twelve calendar months immediately preceding the execution of this Agreement. All such registration statements, forms, reports and other documents (including documents, as amended prior to the date hereof, which have been filed by Public Company since January 1, 2019, and those that the Public Company may file after the date hereof until the Closing) , are referred to herein as the “Public Company SEC Reports.” The All of the Public Company SEC Reports (iA) were or will be filed on a timely basis, (iiB) at the time filedfiled (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act applicable to such Public Company SEC Reports, Reports and (iiiC) did not or will not at the time they were filed (or if amended prior to the date hereof, when so amended) or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public Company SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect. No Subsidiary For the avoidance of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.doubt, “

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 20022005. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed on a timely basis, basis or within applicable extension periods; (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, ; and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject , except to the reporting requirements extent corrected prior to the date of Section 13(a) or Section 15(d) of the Exchange Actthis Agreement by a subsequently filed Company SEC Report.