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

SEC Filings; Financial Statements; Information Provided. (a) Public Company has filed all registration statements, forms, reports, certifications and other documents required to be filed by Public Company and/or in connection with Merger Sub with the SEC since January 1, 2017. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (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 requirements of the Securities Act and the Exchange Act applicable to such Public Company SEC Reports and (C) 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.

SEC Filings; Financial Statements; Information Provided. (a) Public Except as described in Section 3.5(a) of the Company Disclosure Schedule, the Company has filed or furnished all registration statements, forms, reports, schedules, certifications and other documents required to be filed or furnished by Public the Company and/or in connection with Merger Sub with the SEC since January 1, 20172004 (the “Company SEC Reports”). All such registration statementsExcept as described in Section 3.5(a) of the Company Disclosure Schedule, formsthe Company SEC Reports (as amended, reports supplemented and other documents, as amended restated by Company SEC Reports that have been filed prior to the date hereof, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, prior to the Closing) (Bi) complied (at the time filed (or if amended prior to the date hereof, when so amended), complied, filed) or will comply (when filed, ) as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, and (Cii) did not or will not (at the time they were filed (or if amended prior to the date hereof, when so amendedfiled) or will not (at the time they are filed 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. As of the date hereof, in any material respectthere are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents.

SEC Filings; Financial Statements; Information Provided. (a) Public The Company has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public the Company and/or in connection with Merger Sub or its predecessors with the SEC since January 1, 20172003. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and documents (including those that Public the Company may file after the date hereof until the Closing, ) are referred to herein as the “Public Company SEC Reports.” All of the Public Each Company SEC Reports Report (A) were except to the extent that information contained in such Company SEC Report has been superseded, revised or will be amended by a subsequent Company SEC Report filed on a timely basis, (B) at the time filed (or if amended prior to the date hereof, when so amended), (i) 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 or the Exchange Act, as the case may be, and the Exchange Act rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, each as in effect on the date filed, and (Cii) 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 each such Public Company SEC Reports Report or necessary in order to make the statements in each such Public Company SEC ReportsReport, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, in any material respectno 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) Public The Company has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public the Company and/or in connection with Merger Sub with the SEC since January 1, 20172004 and has made available to the Parent 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, as amended prior to the date hereof, and documents (including those that Public the Company may file after the date hereof until the Closing, ) are referred to herein as the “Public Company SEC Reports.” All of the Public The Company SEC Reports (Ai) were or will be filed on a timely basis, (Bii) at the time filed (or if amended prior to the date hereoffiled, when so amended), 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, and (Ciii) 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 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) Public The Company has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public the Company and/or in connection with Merger Sub with the SEC since January 1, 20172000, 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, as amended prior to the date hereof, and documents (including those that Public the Company may file after the date hereof until the Closing, ) are referred to herein as the “Public "Company SEC Reports.” All of the Public " The Company SEC Reports (Ai) were or will be filed on a timely basis, (Bii) at the time filed (or if amended prior to the date hereoffiled, when so amended), 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, and (Ciii) 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.

SEC Filings; Financial Statements; Information Provided. (a) Public Except as set forth in Section 3.6(a) of the Company Disclosure Letter, the Company has timely filed all registration statements, forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Public Company and/or in connection with Merger Sub it with the SEC pursuant to the Exchange Act or other applicable United States federal securities Laws since January 1, 2017. All 2005 (all such registration forms, reports, statements, forms, reports certificates and other documentsdocuments filed since January 1, 2005, with any amendments thereto, collectively, together with the 2007 Annual Report, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereofof this Agreement, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable to such Public as of the date filed with the SEC. None of the Company SEC Reports and (C) did not or will not at when filed with the time they were filed (or SEC and, if amended prior to amended, as of the date hereof, when so amended) or are filed contain of such amendment contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Public Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Public Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading, . The Company is in any compliance in all material respectrespects with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”).

SEC Filings; Financial Statements; Information Provided. (a) Public Except as set forth in Section 3.6(a) of the Company Disclosure Letter, the Company has timely filed all registration statements, forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Public Company and/or in connection with Merger Sub it with the SEC pursuant to the Exchange Act or other applicable United States federal securities Laws since January 1, 2017. All 2005 (all such registration forms, reports, statements, forms, reports certificates and other documentsdocuments filed since January 1, 2005, with any amendments thereto, collectively, together with the 2007 Annual Report, the “Company SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereofof this Agreement, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (or if amended prior to the date hereof, when so amended), complied, or will comply when filed, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable to such Public as of the date filed with the SEC. None of the Company SEC Reports and (C) did not or will not at when filed with the time they were filed (or SEC and, if amended prior to amended, as of the date hereof, when so amended) or are filed contain of such amendment contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Public Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Public Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading, . The Company is in any compliance in all material respectrespects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”).

SEC Filings; Financial Statements; Information Provided. (a) Public Company The Parent has filed all registration statements, forms, reports, certifications and other documents required to be filed by Public Company and/or in connection with Merger Sub the Parent with the SEC since January 1, 20172018. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and those that Public Company the Parent may file after the date hereof until the Closing, are referred to herein as the “Public Company Parent SEC Reports.” All of the Public Company Parent SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (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 requirements of the Securities Act and the Exchange Act applicable to such Public Company Parent SEC Reports and (C) 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 Parent SEC Reports or necessary in order to make the statements in such Public Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) Public The Company has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public the Company and/or in connection with Merger Sub with the SEC since January 1, 20172004 and has made available to the Parent 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, as amended prior to the date hereof, and documents (including those that Public the Company may file after the date hereof until the Closing, ) are referred to herein as the “Public Company SEC Reports.” All of the Public The Company SEC Reports (Ai) were or will be filed on a timely basis, (Bii) at the time filed (or if amended prior to the date hereoffiled, when so amended), 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, and (Ciii) 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.

SEC Filings; Financial Statements; Information Provided. (a) Public Company has filed all registration statements, forms, reports, certifications and other documents required to be filed by Public Company and/or in connection with Merger Sub with the SEC since January 1October 20, 2017. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (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 requirements of the Securities Act and the Exchange Act applicable to such Public Company SEC Reports and (C) 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.

SEC Filings; Financial Statements; Information Provided. (a) Public The Company has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public the Company and/or in connection with Merger Sub with the SEC since January 1April 20, 20172000, and all such registration statements, forms, reports and other documents are available on the SEC's Electronic Data Gathering Analysis and Retrieval System ("XXXXX"). All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and documents (including those that Public the Company may file after the date hereof until the Closing, ) are referred to herein as the “Public "Company SEC Reports.” All of the Public " The Company SEC Reports (Ai) were or will be filed on a timely basis, (Bii) at the time filed (or if amended prior to the date hereoffiled, when so amended), 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports Reports, and (Ciii) 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 of the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) Public Company has filed all registration statements, forms, reports, certifications and other documents required to be filed by Public Company and/or in connection with Merger Sub with the SEC since January 1, 2017for a period of at least twelve calendar months immediately preceding the execution of this Agreement. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and those that Public Company may file after the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (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 requirements of the Securities Act and the Exchange Act applicable to such Public Company SEC Reports and (C) 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.

SEC Filings; Financial Statements; Information Provided. (a) Public Company The Buyer has filed all registration statements, forms, reports, certifications reports and other documents required to be filed by Public Company and/or in connection with Merger Sub the Buyer with the SEC since January 1, 20171998 and has made available to the Company copies of all registration statements, forms, reports and other documents filed by the Buyer with the SEC since such date. All such registration statements, forms, reports and other documents, as amended prior to the date hereof, and documents (including those that Public Company the Buyer may file after the date hereof until the Closing, ) are referred to herein as the “Public Company "Buyer SEC Reports.” All of the Public Company " The Buyer SEC Reports (Ai) were or will be filed on a timely basis, (Bii) at the time filed (or if amended prior to the date hereoffiled, when so amended), 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company Buyer SEC Reports Reports, and (Ciii) 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 Buyer SEC Reports or necessary in order to make the statements in such Public Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) Public Since January 2, 2011, the Company has filed or otherwise furnished (as applicable) on a timely basis all registration statements, prospectuses, forms, reports, certifications definitive proxy statements, schedules and other documents required to be filed or furnished by Public it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and/or in connection with Merger Sub with the SEC since January 12, 20172011 and those filed or furnished through the date of this Agreement, collectively, the “Company SEC Reports”). All such registration statementsAs of their respective filing dates or, formsif supplemented, reports modified or amended since the time of filing and other documents, as amended prior to the date hereof, and those that Public Company may file after as of the date hereof until the Closing, are referred to herein as the “Public Company SEC Reports.” All of the Public most recent supplement, modification or amendment, the Company SEC Reports (A) were or will be filed on a timely basis, (B) at the time filed (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 requirements of the Securities Act and the Exchange Act applicable to such Public Company SEC Reports and (Ci) 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 therein or necessary in order to make the statements in such Public Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations promulgated thereunder and the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any material respectcomment letters received from the SEC or its staff with respect to the Company.