Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1The Company and, 2019to the extent applicable, the Company each of its then or current subsidiaries, has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since March 11, 1997 (together with any other filings on Form 8-K, collectively, including the “exhibits thereto, the "Company SEC Documents”Reports"). As , each of their respective dates, the Company SEC Documents which complied when filed in all material respects with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the SEC promulgated thereunder applicable to such Company SEC Documents andReports (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained when filed, or (except to the extent that information contained in such Company SEC Document has been revised, amended, modified revised or superseded (prior to the Agreement Date) by a later filed Company SEC Documentsubsequent filing with the SEC) contains, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192016, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer Subsidiary of the Company has failed is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1There has been available on the SEC EXXXX website, 2019copies of each report, the Company has registration statement and definitive proxy statement filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since at least January 1, 2017 (the “Company SEC DocumentsReports”), which are all the forms, reports and documents filed by Company with the SEC from January 1, 2017 to the date of this Agreement. As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to Reports; and (ii) did not at the extent that information contained in such Company SEC Document has been revised, amended, modified time they were filed (and if amended or superseded (by a filing prior to the date of this Agreement Datethen on the date of such filing and as so amended or superseded) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2014 (the “Company SEC DocumentsReports”). As , each of their respective dates, the Company SEC Documents which has complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations promulgated thereunder, the Exchange Act and the rules and regulations promulgated thereunder, and the Xxxxxxxx-Xxxxx Act of 2002 (the SEC “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated thereunder applicable to such Company SEC Documents andthereunder, each as in effect on the date so filed, except to the extent that information contained in such Company SEC Document has been revisedupdated, amended, modified restated or superseded (corrected by a subsequent Company SEC Report filed prior to the Agreement Date) by a later filed Company SEC Document, none date of the Agreement. None of the Company SEC Documents Reports (excluding any financial statements or schedules included or incorporated by reference therein) contained when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of , except to the Company has failed to make the certifications required of such executive officer under Section 302 extent updated, amended, restated or 906 of the Sxxxxxxx-Xxxxx Act with respect to any corrected by a subsequent Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019Report.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has timely filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2010 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents Reports (i) at the time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not, at the time they were filed, or, if amended, as of the SEC promulgated thereunder applicable to date of such Company SEC Documents andamendment, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed Subsidiary is required to make the certifications required of such executive officer under Section 302 file any form, report, statements, schedules or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192013, the Company Marigold has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company Marigold with the SEC (the “Company Marigold SEC Documents”). As of their respective dates, the Company Marigold SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Marigold SEC Documents and, except to the extent that information contained in such Company Marigold SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company Marigold SEC Document, none of the Company Marigold SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis otherwise transmitted all forms, reports, schedulesstatements, forms, statements certifications and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by with the Company Securities and Exchange Commission (the "SEC") since January 1, 2003 (collectively with the forms, reports, statements, certifications and other documents required to be filed with the SEC (subsequent to the “date of this Agreement, the "Company SEC Documents”Reports"). As , each of their respective dateswhich, the Company SEC Documents as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Actof 1933, as the case may be, and amended (together with the rules and regulations of promulgated thereunder, the SEC promulgated thereunder applicable to such Company SEC Documents and"Securities Act"), except to or the extent that information contained Exchange Act, each as in such Company SEC Document has been revised, amended, modified or superseded (prior to effect on the Agreement Date) by a later filed Company SEC Document, none date so filed. None of the Company SEC Documents Reports already filed contained, when filed or furnished contained as finally amended, nor will any Company SEC Reports filed subsequent to the date of this Agreement contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1There has been available on the SEC EXXXX website, 2019copies of each report, the Company has registration statement and definitive proxy statement filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since at least January 1, 2017 (the “Company SEC DocumentsReports”), which are all the forms, reports and documents filed by Company with the SEC from January 1, 2017 to the date of this Agreement. As of their respective dates, the Company SEC Documents Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Securities Exchange Act of 1934 (“Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to Reports; and (ii) did not at the extent that information contained in such Company SEC Document has been revised, amended, modified time they were filed (and if amended or superseded (by a filing prior to the date of this Agreement Datethen on the date of such filing and as so amended or superseded) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192017, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 20192017.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it since January 1, 1997 to the Company date hereof (collectively, as supplemented and amended since the time of filing, the "COMPANY SEC REPORTS") with the SEC (the “SEC. The Company SEC Documents”). As of their respective dates, the Company SEC Documents complied Reports (i) were prepared in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, be and (ii) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later time they were filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No executive officer Subsidiary of the Company has failed is required to make the certifications required of such executive officer under Section 302 file any report, form or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1December 31, 20192018, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer Subsidiary of the Company has failed is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC Securities and Exchange Commission (the “"SEC") since April 30, 2001 through the date of this Agreement (collectively, the "Company SEC Documents”Reports"). As of their the respective datesdates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), (i) the Company SEC Documents complied Reports were prepared, and all forms, reports and documents filed with the SEC after the date of this Agreement and prior to the Effective Time will be prepared, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Dateii) by a later filed Company SEC Document, none of the Company SEC Documents when Reports contained, nor will any forms, reports and documents filed or furnished contained after the date of this Agreement and prior to the Effective Time contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed Subsidiary is required to make the certifications required of such executive officer under Section 302 file any form, report or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied complied, in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contained, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed Subsidiary is required to make the certifications required of such executive officer under Section 302 file or 906 of the Sxxxxxxx-Xxxxx Act with respect to furnish any Company SEC Document filed forms, reports or furnished by the Company other documents with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019the IPO Date, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019the IPO Date.

SEC Filings; Financial Statements. (a) Since January 1December 7, 20192018, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192015, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (as supplemented, modified or amended since the time of filing, the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such those Company SEC Documents and, except to the extent that information contained in such a Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1February 5, 20192014, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has timely filed or furnished on a timely basis all forms, reports, schedulesdocuments, forms, proxy statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since December 29, 2003 (collectively, the “Company SEC Documents”Reports). As of their respective dates, the The Company SEC Documents complied Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, Ace or the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, as in effect at the time they were filed (or, in the case of registration statements and proxy statements, on the dates of effectiveness and the rules and regulations dates of mailing, respectively, and, in the SEC promulgated thereunder applicable to such case of any Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified Report amended or superseded (by a filing prior to the Agreement Date) by a later filed Company SEC Document, none date of the Company SEC Documents when Agreement, then on the date of such amending or superseding filing) and (ii) did not at the time they were filed or furnished contained and do not, as amended and supplemented, if applicable, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (ac) Since January October 1, 20192012, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxSarbanes-Xxxxx ActXxx, as xx the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192020, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 20192020.

SEC Filings; Financial Statements. (a) Since January 1, 20192020, the Company has timely filed or furnished on a timely basis all material reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer Subsidiary of the Company has failed is required to make the certifications required of such executive officer under Section 302 file or 906 of the Sxxxxxxx-Xxxxx Act with respect to furnish any Company SEC Document filed forms, reports or furnished by the Company other documents with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192009, the Company has filed or furnished on a timely basis all required reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied complied, and each Company SEC Document filed subsequent to the date hereof will comply, in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such any Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contained, and each Company SEC Document filed subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it since May 31, 1997 to the date hereof (collectively, as supplemented and amended since the time of filing, the "Company SEC Reports") with the SEC (the “SEC. The Company SEC Documents”). As of their respective dates, the Company SEC Documents complied Reports (i) were prepared ------------------- in all material respects in compliance with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, be and (ii) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later time they were filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No executive officer Subsidiary of the Company has failed is required to make the certifications required of such executive officer under Section 302 file any report, form or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192011, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192013, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January February 1, 20192012, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1December 31, 20192009, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to the SEC by the Company with the SEC (such documents, the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except Documents. Except to the extent that information contained in such any Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192012, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or furnished 15(d) thereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed by the SEC Company under the Exchange Act, whether or not any such reports were required to be filed (but not including any materials furnished), being collectively referred to herein as the “Company SEC Documents”). Reports.” As of their respective dates, the SEC Reports filed by the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents andthereunder, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, and none of the Company SEC Documents Reports, when filed or furnished by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on furnished, as applicable, in a timely basis manner all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be SEC Reports. As of the time it was filed or furnished by the Company with the SEC (or, if amended or superseded by a filing prior to the “Company date of this Agreement, then on the date of such filing), each of the SEC Documents”). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act or the Sxxxxxxx-Xxxxx Act, (as the case may be) and, and the rules and regulations as of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Documenttime they were filed, none of the Company SEC Documents when filed or furnished Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There are no material outstanding or unresolved comments in comment letters from the staff of the Company has failed to make the certifications required Division of such executive officer under Section 302 or 906 Corporation Finance of the Sxxxxxxx-Xxxxx Act SEC with respect to any Company SEC Document filed or furnished by the Company with of the SEC since January 1, 2019Reports.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2015 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendment, exhibits and schedules thereto and all documents incorporated by reference therein, collectively, the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied as to form in all material respects with either the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the SEC promulgated thereunder applicable to date of such Company SEC Documents andamendment, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No executive officer Subsidiary of the Company has failed is required to make the certifications required of such executive officer under Section 302 file any form, report or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 131, 20192009, the Company has filed with or furnished to the SEC on a timely basis basis, all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective filing dates (and in the case of registration statements and proxies, their respective effectiveness and mailing dates), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such any Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Datedate of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company with the SEC since January 1, 2019.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished made available to Parent accurate and complete copies of all annual reports on a timely basis all reportsForm 10-K, schedulesregistration statements, forms, definitive proxy statements relating to meetings of Company's stockholders and other registration statements and other documents (including exhibits reports filed by Company with the SEC, and all other information incorporated therein) required to be amendments thereto ("Company SEC Documents"). All Company SEC Documents have been filed or furnished by the Company with the SEC (the “Company SEC Documents”)on timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act or the Sxxxxxxx-Xxxxx Act, (as the case may be), and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Documents andor any statements, except to the extent that information contained in such Company SEC Document has been revised, amended, modified schedules or superseded (prior to the Agreement Date) other documents included or incorporated by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished reference therein contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed Subsidiary is currently required to make the certifications required of such executive officer under Section 302 file any form, report or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Document filed or furnished by the Company other document with the SEC since January 1, 2019SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192021, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the Agreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company has failed SEC Documents is, to make the certifications required of such executive officer under Section 302 or 906 Knowledge of the Sxxxxxxx-Xxxxx Act with respect to any Company Company, the subject of ongoing SEC Document filed or furnished by the Company with the SEC since January 1, 2019review.