Common use of SEC Filings; Financial Statements; Internal Controls Clause in Contracts

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a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. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed delivered or made available (or made available on the SEC website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC since June 28January 1, 20062015, including all amendments thereto (collectively, the “Parent SEC Documents”). Parent has made available to the Company Since January 1, 2015, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent or its officers with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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 mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete and correct copy SEC or any member of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actits staff.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent the Company may file subsequent to the date hereof) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of 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 thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) 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. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent The Company has previously made available furnished to the Company Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent Company with the SEC pursuant to the Securities Act or the Exchange Act. The Company has timely responded to all comment letters of the staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The Company and each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market (“Nasdaq”).

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents 2006 (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent Company SEC Reports.” ”). As of their respective dates, dates or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports Report (i) complied in all material respects with the requirements of 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 applicable to such Parent Company SEC Reports and (ii) did not at the time it such Company SEC Report was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent The Company has previously made available to the Company a complete and correct copy of not prepared any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis all required registration forms, statements, prospectusescertifications, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act since June 28the effective date of its registration statement on Form F-1 (the “Applicable Company Date”) (the forms, 2006. Parent has made available statements, reports and documents filed with or furnished to the SEC from the Applicable Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent Date to the date hereof) are referred to herein as of this Agreement, the “Parent Company Filed SEC Reports.” As ”). Each Company Filed SEC Report, at its effective date (in the case of their respective datesregistration statements filed pursuant to the Securities Act), oror at the time of its filing or being furnished (in the case of other Company Filed SEC Reports), if amended or supplemented after an amendment was filed prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations Xxxxxxxx-Xxxxx Act of 2002 (the SEC thereunder “Xxxxxxxx-Xxxxx Act”) as it is applicable to such Parent SEC Reports and the Company. As of their respective dates (ii) did not at the time it was filed (or became effective in the case of a registration statement)or, or if amended, supplemented or superseded by a filing amended prior to the date hereof, as of this Agreement then on the date of such superseding filing, amendment or supplement, amendment) the Company Filed SEC Reports did not 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 made therein, in the light of the circumstances under in which they were made, not misleading. None Each English language translation of Parent’s Subsidiaries is required to file a non English language document filed as an exhibit to, or incorporated by reference into, any formsCompany Filed SEC Report constitutes a true, reports or other documents with correct and complete translation of the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actoriginal document in all material respects.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements United States Securities and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents Exchange Commission (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC”) during the period since May 29, 2008 (the “Company SEC Reports.” As of their respective dates”). The Company SEC Reports, or, if each as filed or amended on or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports hereof (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports filed on or prior to the date hereof. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review or investigation. None of Parent’s the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. The Company has timely filed and made available to Parent has filed all required registration statements, prospectusesforms, reports, schedules, forms, statements and other documents (documents, including any exhibits and all other information incorporated by reference) thereto, required to be filed by it the Company with the SEC since June 28(collectively, 2006the “Company SEC Reports”). Parent has made available The Company SEC Reports, including all forms, reports and documents to be filed by the Company with the SEC after the date hereof and prior to the Company all such registration statementsEffective Time, prospectuses(i) were and, reports, schedules, forms, statements and other documents in the form case of Company SEC Reports filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to after the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied will be prepared in all material respects in accordance with the applicable requirements of the Securities Act, or Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports thereunder, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing), amendment or supplementand in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of Parentthe Company’s Subsidiaries is required to file any forms, reports reports, schedules, statements or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) 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. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent "PARENT SEC ReportsREPORTS.” " As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) 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. None of Parent’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28December 31, 20062007. Parent has made available to the Company all All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) documents, as amended, are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, dates (or if subsequently amended or supplemented prior to the date of this Agreementsupplemented, as of on the date of such amendment or supplement), each Parent the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to No executive officer of the Company a complete has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and correct copy of the rules and regulations promulgated thereunder, with respect to any amendments or modificationsCompany SEC Report, which have not yet been except as disclosed in certifications filed with the Company SEC but which are required to be filedReports. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, to agreementscompleteness, documents form or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actmanner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed Made Available to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Certifications and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated filed or furnished by reference) required to be filed by it Parent with the SEC since June 28and all amendments thereto, 2006in each case between January 1, 2020 and the date of this Agreement (the “Parent SEC Reports”). Parent has made available to the Company all such registration All statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing): (i) each of the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, amendment or supplement, contain the Exchange Act and the Sxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omit 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 With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent SEC Reports, the principal executive officer and principal financial officer of Parent have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, and the statements contained in such certifications were accurate and complete as of its date. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. As of the date of this Agreement, to the Knowledge of Parent’s Subsidiaries , none of the Parent SEC Reports is required to file the subject of any forms, reports or other documents with ongoing review by the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (ai) SEC Filings. Parent As of the date hereof, the Company has filed all required the registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006SEC. Parent has made available to the Company all All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) documents, as amended, are referred to herein as the “Parent Company SEC Reportsfilings.” As of their respective dates, or, dates (or if subsequently amended or supplemented prior to the date of this Agreementsupplemented, as of on the date of such amendment or supplement), each Parent the Company SEC Reports filings (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports filings, and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to No executive officer of the Company a complete has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and correct copy the rules and regulations promulgated thereunder, with respect to any Company SEC Filings. Neither the Company nor any of its executive officers has received notice from any amendments Governmental Entity challenging or modificationsquestioning the accuracy, which have not yet been filed with the SEC but which are required to be filedcompleteness, to agreements, documents form or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actmanner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed or furnished all required material registration statements, prospectusesforms, reports, schedules, forms, statements certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it Parent with the SEC United States Securities and Exchange Commission (“SEC”) since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents 2005 (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates”). The Parent SEC Reports (as amended, or, if amended or supplemented and restated by Parent SEC Reports that have been filed prior to the date of this Agreement, as of hereof or will be filed prior to the date of such amendment or supplement, each Parent SEC Reports Closing) (i) complied (at the time filed) or will comply (when filed) as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, or as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports Reports, and (ii) did not (at the time it was filed they were filed) or will not (or became effective in at the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, time they are filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None As of Parent’s Subsidiaries is required to file any formsthe date hereof, reports there are no outstanding or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with unresolved comments received from the SEC but which are required staff with respect to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange ActReports.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28December 31, 20062007. Parent has made available to the Company all All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchasers or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) documents, as amended, are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, dates (or if subsequently amended or supplemented prior to the date of this Agreementsupplemented, as of on the date of such amendment or supplement), each Parent the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, 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. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to No executive officer of the Company a complete has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and correct copy of the rules and regulations promulgated thereunder, with respect to any amendments or modificationsCompany SEC Report, which have not yet been except as disclosed in certifications filed with the Company SEC but which are required to be filedReports. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, to agreementscompleteness, documents form or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actmanner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed delivered or made available (or made available on the SEC website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC since June 28January 1, 20062014, including all amendments thereto (collectively, the “Parent SEC Documents”). Parent has made available to the Company Since January 1, 2014, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent or its officers with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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 mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete and correct copy SEC or any member of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actits staff.

SEC Filings; Financial Statements; Internal Controls. (ah) SEC Filings. Parent has filed Made Available to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Certifications and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated filed or furnished by reference) required to be filed by it Parent with the SEC since June 28and all amendments thereto, 2006in each case between January 1, 2020 and the date of this Agreement (the “Parent SEC Reports”). Parent has made available to the Company all such registration All statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing): (i) each of the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, amendment or supplement, contain the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omit 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 With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent SEC Reports, the principal executive officer and principal financial officer of Parent have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in such certifications were accurate and complete as of its date. As of the date of this US-LEGAL-11446530/6 174293-0017 3089529.v7 Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. As of the date of this Agreement, to the Knowledge of Parent’s Subsidiaries , none of the Parent SEC Reports is required to file the subject of any forms, reports or other documents with ongoing review by the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of under the Securities Act, Act or the Exchange Act, as the case may be, since December 31, 2009. All such required forms, reports and other documents filed or furnished (or to be filed or furnished prior to the Effective Time), as each of the foregoing has been amended since the time of its filing, are referred to herein as the "Company SEC Filings." Each Company SEC Filing (i) as of its date (or, in the case of any Company SEC Filing that is a registration statement, its effective date) (or, if amended, at the time (and taking into account the content) of the most recent such amendment), was prepared in accordance, and fully complied in all material respects, with applicable Law, including the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports Xxxxxxxx-Xxxxx Act and (ii) did not not, at the time it was filed (or became effective or, in the case of any Company SEC Filing that is a registration statement), or declared effective) (or, if amended, supplemented or superseded by a filing prior to at the date time (and taking into account the content) of this Agreement then on the date of most recent such superseding filing, amendment or supplementamendment), 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 made therein, in the light of the circumstances under which they were made, not misleading. None No Company Subsidiary nor, to the Knowledge of Parent’s Subsidiaries the Company, any Company Joint Venture or Magnox Company is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. Parent The Company has previously made available to the Company a Parent complete and correct copy copies of all Contracts or other documents, and any amendments or modificationsand modifications thereto, which effected prior to the date of this Agreement, that have not yet been filed by the Company with the SEC but which are required to be filed. As of the date hereof, to agreementsthe Knowledge of the Company, documents there are no outstanding or other instruments which previously had been filed by Parent with unresolved comments in comment letters from the SEC pursuant staff with respect to any of the Securities Act Company SEC Filings. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or the Exchange Actoutstanding SEC investigation.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent The Company has made available to the Company Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent the Company may file subsequent to the date hereof) are referred to herein as the “Parent "COMPANY SEC ReportsREPORTS.” " As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) 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. None of Parent’s the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent The Company has previously made available furnished to the Company Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange ActAct and complete and correct copies of any correspondence with, and inquiries from the SEC with respect to previously filed Company SEC Reports.

SEC Filings; Financial Statements; Internal Controls. (a) Skyline Medical has delivered or made available (or made available on the SEC Filings. Parent has filed website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Skyline Medical Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Skyline Medical with the SEC since June 28January 1, 20062014, including all amendments thereto (collectively, the “Skyline Medical SEC Documents”). Parent has made available to the Company Since January 1, 2014, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Skyline Medical or its officers with the form SEC have been so filed on a timely basis. None of Skyline Medical’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Skyline Medical SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Skyline Medical SEC Documents contained any untrue statement of a material fact or omit 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 mademade and taking into account the requirements applicable to the respective Skyline Medical SEC Document, not misleading, except to the extent corrected: (A) in the case of Skyline Medical SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Skyline Medical SEC Document; and (B) in the case of Skyline Medical SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Date, by the filing or furnishing of the applicable amending or superseding Skyline Medical SEC Document. None The certifications and statements relating to the Skyline Medical SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Skyline Medical SEC Documents (collectively, the “Skyline Medical Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete and correct copy SEC or any member of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actits staff.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent Cambridge has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Cambridge with the SEC (the “Cambridge SEC Reports”), which are all such registration statements, prospectuses, reports, schedules, the forms, statements reports and other documents in the form required to be filed by Cambridge with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent . All Cambridge SEC Reports required to be filed by Cambridge since its initial public offering were filed in a timely manner. As of their respective dates, the Cambridge SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Cambridge SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or and if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment filing and as so amended or supplement, superseded) 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. None As of Parent’s Subsidiaries is required to file any formsthe date hereof, reports there are no outstanding or other documents unresolved comments in the comment letters received from the staff of the SEC with the SEC. Parent has previously made available respect to the Company a Cambridge SEC Reports. Except to the extent set forth in this Section, Cambridge makes no representation or warranty whatsoever concerning any Cambridge SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Cambridge SEC Reports are accurate and complete and correct copy comply as to form and content with all applicable laws or rules of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.applicable governmental and regulatory authorities in all material respects. 37

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis all required registration forms, statements, prospectusescertifications, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act since June 28the effective date of its registration statement on Form F-1 (the “Applicable Company Date”) (the forms, 2006. Parent has made available statements, reports and documents filed with or furnished to the SEC from the Applicable Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent Date to the date hereof) are referred to herein as of this Agreement, the “Parent Company Filed SEC Reports.” As ”). Each Company Filed SEC Report, at its effective date (in the case of their respective datesregistration statements filed pursuant to the Securities Act), oror at the time of its filing or being furnished (in the case of other Company Filed SEC Reports), if amended or supplemented after an amendment was filed prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations Xxxxxxxx-Xxxxx Act of 2002 (the SEC thereunder “Xxxxxxxx-Xxxxx Act”) as it is applicable to such Parent SEC Reports and the Company. As of their respective dates (ii) did not at the time it was filed (or became effective in the case of a registration statement)or, or if amended, supplemented or superseded by a filing amended prior to the date hereof, as of this Agreement then on the date of such superseding filing, amendment or supplement, amendment) the Company Filed SEC Reports did not contain any untrue statement of a Table of Contents material fact or 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 in which they were made, not misleading. None Each English language translation of Parent’s Subsidiaries is required to file a non English language document filed as an exhibit to, or incorporated by reference into, any formsCompany Filed SEC Report constitutes a true, reports or other documents with correct and complete translation of the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actoriginal document in all material respects.