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

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications and other documents required to be filed by the Company with the SEC since January 1, 2006. 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,” and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. 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 requirements of the Securities Act and the Exchange 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 in any material respect. No Subsidiary of the Company is required to file any form, report or other document with the SEC. Section 3.5 of the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications reports and other documents required to be filed by the Company with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 20062002. 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,.” and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. 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 of 1933, as amended, and the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such 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 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 in any material respectmisleading. 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 file any form, report be reported or other document with the SEC. Section 3.5 of set forth in the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities ActSEC Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications reports and other documents required to be filed or furnished by the Company with the SEC Securities and Exchange Commission (the “SEC”) since January 131, 20062003. All such registration statements, forms, reports and other documents (including those that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports,.” and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. 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 of 1933, as amended, and the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such 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 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 in any material respectmisleading. 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 file any form, report be reported or other document with the SEC. Section 3.5 of set forth in the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities ActSEC Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications reports and other documents required to be filed by the Company with the SEC since January 1, 20062002. 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,.” and the Company has made available to the Parent copies of all Each Company SEC Reports to the extent Report (other than preliminary proxy materials and registration statements not available on the SEC’s XXXXX system. The Company SEC Reports yet declared effective) (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or and 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 Company SEC Reports Reports, each as in effect on the date filed, and (iiiii) did not or will not at the time they were filed and will not when filed (except to the extent that information contained in any Company SEC Report has been superseded or are revised by a subsequent Company SEC Report filed prior to the date hereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in each such Company SEC Reports Report or necessary in order to make the statements in each such Company SEC ReportsReport, in the light of the circumstances under which they were made, not misleading in any material respectmisleading. No Subsidiary of the Company is required subject to file any form, report the reporting requirements of Section 13(a) or other document with the SEC. Section 3.5 15(d) of the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications reports and other documents required to be filed by the Company with the SEC since January 1, 20061998, 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 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,” and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. ." The Company SEC Reports (i) were 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 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such 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 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 in any material respectmisleading. No Subsidiary of the Company is required subject to file any form, report the reporting requirements of Section 13 or other document with the SEC. Section 3.5 15(d) of the Company Disclosure Schedule lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Exchange Act.