Common use of SEC Filings Clause in Contracts

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since June 27, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all reports, schedules, forms, statements 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 1, 2021 (the “Company SEC Documents”) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if any amendment with respect to any such document was filedamended or superseded by a subsequent filing, when as of the date of the last such amendment was filedor superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents and did not, as at the time it was filed (or, if amended, at the time (and taking into account the content) of such dateamendment), contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company has made available to Purchasers correct and each complete copies of its direct and indirect subsidiariesall correspondence between the SEC, if any (collectively, on the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filingsone hand, and the SEC Filings contain a complete Company and accurate description in all material respects any of its subsidiaries, on the other hand, occurring since [Date], and prior to the date hereof. As of the business date hereof, none of the Company and SEC Documents is the Subsidiaries.subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation;

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since October 6, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. (a) The Company Buyer has timely filed all reports, schedules, forms, registration statements and other documents required to be filed by the Buyer with the SEC since January 1, 2015, (collectively, the “Buyer SEC Documents”). As of their respective dates of filing or, in the case of a registration statement, as of the date such registration statement is subject todeclared effective by the SEC, each of the Buyer SEC Documents, as amended prior to the date of this Agreement, complied as to form (and each Buyer SEC Document filed subsequent to the date hereof will comply as to form) in all material respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to such Buyer SEC Documents. The Company has made available to each Subscriber through the XXXXX system true and complete copies None of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “Buyer SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, Documents when they were filed with the SEC (or furnished or, if any amendment with respect amended prior to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements date of the Exchange Act and the rules and regulations thereunder and did notthis Agreement, as of the date of such dateamendment, contain an 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. All reports and statements required to be filed by As of the Company under the Exchange Act have been fileddate of this Agreement, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), there are engaged in all material respects only in the business described in no outstanding or unresolved comments received from the SEC Filings, and or its staff with respect to the Buyer SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesDocuments.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available filed on a timely basis with the SEC all forms, reports, schedules, statements and documents required to each Subscriber through be filed by it with the XXXXX system true SEC under the Securities Act, the Exchange Act, or the Xxxxxxxx-Xxxxx Act, as the case may be, including any amendments or supplements thereto, from and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period after January 1, 2013 (collectively, the “"Company SEC Filings”"). Each Company SEC Filing, and all such SEC Filings are incorporated herein by reference. The SEC Filingsas amended or supplemented, when they were filed with the SEC if applicable, (i) as of its date, or, if any amended or supplemented, as of the date of the most recent amendment with respect to any such document was filed, when such amendment was filed)or supplement thereto, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations thereunder of the SEC thereunder, and (ii) did not, at the time it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of such datethe date of the most recent amendment or supplement thereto, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects As of the business date of this Agreement, no Subsidiary of the Company and is separately subject to the Subsidiariesperiodic reporting requirements of the Exchange Act. As used in this Section 4.6, the term "file" shall be broadly construed to include any manner in which a document or information is filed, furnished, transmitted, supplied, or otherwise made available to the SEC.

SEC Filings. The Company is subject to(a) Acquiror has filed and furnished in a timely manner all reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it with or to the SEC (collectively, and in full compliance witheach case including all exhibits thereto and documents incorporated by reference therein, the reporting “Acquiror SEC Documents”). As of their respective effective dates (in the case of Acquiror SEC Documents that are registration statements filed pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act) and as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for respective dates of the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were last amendment filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filedin the case of all other Acquiror SEC Documents), the Acquiror SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations thereunder of the SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Acquiror SEC Documents, and did not, none of the Acquiror SEC Documents as of such date, contain an respective dates 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber Purchaser through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC Commission (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), Subsidiaries are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The For the prior two fiscal years plus any interim period, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to each Subscriber through be filed by it with the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period SEC since January 1, 2008 (collectively, the “Company SEC FilingsReports”). Each of the Company SEC Reports, and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with as amended prior to the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed)date of this Agreement, complied as to form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) and did notthe Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), each as in effect on the date so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing). None of the Company SEC Reports contained, when filed or, if amended or supplemented prior to the date hereof, as of the date of such dateamendment or supplement, contain an any untrue statement of a material fact or omit omitted 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Seller has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC (collectively, all such forms, reports, registration statements and documents filed since January 1, 2000 are referred to herein as the "Seller SEC Reports"). All of the Seller SEC Reports complied as to form, when filed (or, if any amendment with respect amended or superseded by filing prior to any the date hereof, then on the date of such document was filed, when such amendment was filedfiling), complied in all material respects with the applicable requirements provisions of the Exchange Securities Act and of 1933, as amended (together with the rules and regulations thereunder promulgated thereunder, the "Securities Act") and the Exchange Act. Accurate and complete copies of the Seller SEC Reports have been made available to the Purchaser. The Seller SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, as at the time they were filed (or, if amended or superseded by filing prior to the date hereof, then on the date of such datefiling), contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The In the event that the Company is subject tofiles a registration statement on Form 10, and in full compliance withor other form of registration statement, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Registration Statement”) with the Securities and Exchange ActCommission (“SEC”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings ) for the prior two full fiscal years plus purpose of registering any interim period (collectivelyof its Capital Stock under the Exchange Act and, if applicable, the Securities Act (such Registration Statement and any other reports filed with or furnished to the SEC, or required to be filed with or furnished to the SEC, subsequent to the filing of such Registration Statement, if any, including any amendments thereto, collectively the “Company SEC FilingsDocuments”), and all such each Company SEC Filings are incorporated herein by reference. The SEC FilingsDocument, when they were filed with or furnished to the SEC (or, if in the case of any amendment with respect to any such document was filedRegistration Statement, when such amendment was filedRegistration Statement is declared effective by the SEC), complied will comply in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations thereunder and did notExchange Act, as the case may be, and will comply, as applicable, in all material respects with the then-applicable accounting standards. None of such date, the Company SEC Documents when filed will contain an any untrue statement of a material fact or omit to state a any 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. All Following the effectiveness of the Registration Statement, to the extent required by the rules and regulations of the SEC, the Company will file with and furnish to the SEC all reports and statements required to be filed and furnished by the Company an issuer of equity securities registered under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesAct.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since December 16, 2010 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. (a) The Company is subject tohas filed all reports, schedules, forms, statements and other documents required to be filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), since the date on which the Company became subject to such requirements (the "SEC Filings"). The Company has made available to As of its filing date, each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period SEC Filing filed (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as applicable, and the rules and regulations thereunder and (ii) did not, as at the time it was filed (and at the effective date thereof, in the case of such datea registration statement), contain an any untrue statement of a material fact or omit to state a any 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. All reports and statements Except to the extent that information contained in any SEC Filing has been revised, corrected or superseded by a later filed SEC Filing, as of the date hereof, none of the SEC Filings contains any untrue statement of a material fact or omits to state any material fact required to be filed by stated therein or necessary to make the Company under the Exchange Act have been filedstatements therein, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects light of the business of the Company and the Subsidiariescircumstances under which they were made, not misleading.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since December 30, 2015 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since November 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”). Since December 31, and all such SEC Filings are incorporated herein by reference. The 2013, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Vasomedical has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all forms, reports, registration statements and documents required to be filed by it with the SEC under the Exchange Act after January 1, 2006 (orcollectively, if any amendment with respect all such forms, reports, registration statements and documents so filed are referred to any such document was filedin this Agreement as the "Vasomedical SEC Reports"). All of the Vasomedical SEC Reports were timely filed and complied as to form, when filed (if amended or superseded by filing prior to the date of this Agreement, then on the date of such amendment was filedamended or superseding filing), complied in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the rules Sarbanes-Oxley Act of 2002, as the case may be. The Vasomedical SXX Xxxxxxx (including all exhibits and regulations thereunder schedules thereto and documents incorporated by reference therein) did not, as at the time they were filed (or, if amended or superseded by filing prior the date of this Agreement, then on the date of such dateamended or superseding filing), contain an 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. All reports To the knowledge of Vasomedical, except as disclosed in the Vasomedical SEC Reports, each of Vasomedical officers and statements required to be filed by the Company directors has complied with all filing requirements under Section 16(a) of the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesAct.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available filed with the Commission all material reports, schedules, forms, statements, prospectuses, registration statements and other documents required to each Subscriber through be filed by the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period Company since January 1, 2018 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “SEC FilingsDocuments”), . As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and all such as of their respective SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (filing dates or, if any amendment amended prior to the date hereof, the date of the filing of such amendment, with respect to any such document was filed, when such amendment was filedthe portions that are amended (in the case of all other SEC Documents), the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, applicable to such SEC Documents, and none of the rules and regulations thereunder and did not, SEC Documents as of such daterespective dates (or, contain an if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since May 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject tohas delivered to the Purchasers, or has made available, prior to the date hereof true and correct copies of (i) its Annual Report on Form 10-KSB for its year ended December 31, 1999 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; (ii) all other reports and documents filed with the Securities and Exchange Commission (the "SEC") since January 1, 2000; and (iii) certain other internal Company financial books and records . All documents described in full compliance withthis Section 2.9 are hereinafter referred to as the "Company Reports." The Company has made all filings required to be made by it under the Securities Act, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”"), and all such SEC Filings are incorporated herein by referencethe securities laws of any state, and any rules and regulations promulgated thereunder. The SEC Filings, when they were Company's reports and other documents filed with the SEC (or, if any amendment with respect pursuant to any such document was filed, when such amendment was filed), complied the Exchange Act conformed in all material respects with to the applicable requirements of the Exchange Act and the rules and regulations thereunder of the SEC thereunder, and did not, as none of such date, contain an 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 made therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each is currently eligible to utilize a registration statement on Form S-3 with respect to the registration of its direct and indirect subsidiaries, if any the Registrable Securities (collectively, the “Subsidiaries”), are engaged in all material respects only as defined in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects Registration Rights Agreement) required by Section 1.2 of the business of the Company and the SubsidiariesRegistration Rights Agreement contemplated by Section 4.8 hereof.

SEC Filings. The Company is subject tohas timely filed with the SEC all forms, reports, schedules, statements and in full compliance withother documents required to be filed by it since September 24, the reporting requirements of Section 13 or 15(d) of 1996 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”"), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." The Company SEC Filings (i) were prepared and filed in compliance, 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 promulgated thereunder and (ii) did notnot at the time of filing (or if amended, as supplemented or superseded by a filing prior to the date hereof, on the date of such date, that filing) contain an 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. All reports and statements None of the Subsidiaries is required to be filed by file any forms, reports or other documents with the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewithSEC. The Company and each will promptly deliver to Purchaser copies of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in Company SEC Filings filed with the SEC Filings, and after the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiariesdate hereof.

SEC Filings. The (a) Company is subject tohas timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and in full compliance withother documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended 2005 (the “Exchange ActCompany SEC Documents”). The Company has made available to each Subscriber through the XXXXX system true and complete copies As of the Company’s filings for the prior two full fiscal years plus any interim period (collectivelytheir respective dates, the “Company SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect Documents complied as to any such document was filed, when such amendment was filed), complied form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and did notnot at the time they were filed (or if amended, as restated or superseded prior to the date hereof, then on the date of such date, filing) contain an 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. All reports and statements required No Subsidiary of Company is subject to be filed by the Company under periodic reporting requirements of the Exchange Act have been filedAct. Company has made available (including, together with by making such documents publicly available) to Purchaser correct and complete copies of all exhibits required to be filed therewith. The material correspondence between the SEC, on the one hand, and Company and each any of its direct Subsidiaries, on the other hand, occurring since January 1, 2005 and indirect subsidiariesprior to the date hereof. To the Knowledge of Company, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects as of the business date hereof, none of the Company and SEC Documents is the Subsidiariessubject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings. The Company is subject toAll material statements, reports, schedules, forms, and other documents required to have been filed by Parent or its officers with the SEC in full compliance withthe last three years (“SEC Documents”) have been filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the reporting date of this Agreement, then on the date of such filing), each of the SEC Documents complied in all material respects with the applicable requirements of Section 13 the Securities Act of 1933, as amended (the “Securities Act”) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through ) (as the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did notcase may be) and, as of such datethe time they were filed, contain an none of the 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 made, not misleading. All reports The certifications and statements required to be filed by the Company (i) Rule 13a-14 under the Exchange Act have been filed, together with all exhibits required and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any the SEC Documents (collectively, the “Subsidiaries”), "Certifications") are engaged accurate and complete and comply as to form and content in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in with all material respects of the business of the Company and the Subsidiariesapplicable Laws.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Buyer has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were timely filed with the SEC all reports, schedules, forms, statements and other documents (orincluding exhibits) required to be filed under the Securities Act and the Exchange Act from January 1, if any amendment 2000 through the date of this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by Buyer with respect the SEC pursuant to any such document was filedthe Securities Act and the Exchange Act since January 1, when such amendment was filed)2000 are referred to herein as the “Buyer SEC Filings.” The Buyer SEC Filings (i) were prepared in compliance, complied in all material respects respects, with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations thereunder thereunder, and (ii) did not, as of such date, not at the time they were filed contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Buyer SEC Filings or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not false or misleading. All reports , and statements (iii) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required to be filed by the Company under Securities Act and the Exchange Act have been filedAct, together with all exhibits required as the case may be, timely amended in order to be filed therewith. The Company and each of its direct and indirect subsidiaries, if make them not false or misleading in any (collectively, the “Subsidiaries”), are engaged in all material respects only respect in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects light of the business of the Company and the Subsidiariessuch new circumstances or basis.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Since May 1, 2010, the Company is subject has filed all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with, or furnished to, the SEC (all such required registration statements, prospectuses, reports, schedules, forms, statements and in full compliance with, other documents (including those that the reporting requirements of Section 13 or 15(dCompany may file subsequent to the date hereof) of the Securities Exchange Act of 1934, are referred to herein as amended (the “Exchange ActCompany SEC Reports”). The Company has made available to each Subscriber through the XXXXX system true and complete copies As of the Company’s filings for the prior two full fiscal years plus any interim period (collectivelytheir respective dates, the “Company SEC Filings”), Reports (i) were prepared in accordance and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder and did notapplicable to such Company SEC Reports, in each case, as in effect on the date such Company SEC Report was filed, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such date, filing) contain an 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, unless corrected in a later filed Company SEC Report. All reports and statements None of the Company’s Subsidiaries is required to be filed by file any forms, reports or other documents with the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewithSEC. The Company and each of its direct executive officers and indirect subsidiariesdirectors are in compliance with, if any (collectivelyand have complied, the “Subsidiaries”), are engaged in each case in all material respects only in with (i) the business described in applicable provisions of the SEC FilingsXxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (“SOX”), and (ii) the SEC Filings contain a complete applicable listing and accurate description in all material respects corporate governance rules and regulations of the business of the Company and the SubsidiariesNasdaq.

SEC Filings. The Company is subject to, and in full material compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system EDGAX xxxtem true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full material compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject toExcept as set forth on Schedule 3.6, the SPAC, since the IPO, has timely filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by the SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and in full compliance withwill file all such forms, reports, schedules, statements and other documents required to be filed between the reporting requirements date of Section 13 or 15(d) of this Agreement and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period Closing (collectively, the “SEC FilingsReports”), and all such SEC Filings are incorporated herein by reference. The SEC FilingsReports (x) were prepared in all material respects in accordance with the requirements of the Securities Act the Exchange Act, when and SOX, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (or, if in the case of all other SEC Reports) contain any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. To the extent the Sponsor has any material non-public information concerning the Sponsor or the SPAC, not misleading. All reports and statements required such information has been provided to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesPurchaser.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since May 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full material compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since January 1, 2018 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. .. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since November 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The For the prior two fiscal years plus any interim period, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Except as contemplated by the Acquisition, the Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since October 6, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

SEC Filings. The Company is subject to(a) As of their respective filing dates, and in full compliance with, the reporting requirements of Section 13 or 15(d) all of the forms, reports and documents filed by Buyer with the U.S. Securities and Exchange Act of 1934Commission (“SEC”) on or after October 31, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period 2006 (collectively, the “Buyer SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), ) complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations thereunder and did notExchange Act, as the case may be, and none of such date, contain an Buyer SEC Filings 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 made therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required , in each case except to be filed the extent corrected by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewitha subsequent Buyer SEC Filing. The Company and each financial statements of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged Buyer included in Buyer SEC Filings complied as to form in all material respects only with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the business described case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the SEC Filings, notes thereto) and fairly presented the consolidated financial position of Buyer as of the dates thereof and the SEC Filings contain a complete consolidated results of its operations and accurate description cash flows for the periods then ended (subject, in all material respects the case of unaudited statements, to normal year-end audit adjustments). Between October 31, 2006 and the date of this Agreement, Buyer has not incurred any liabilities of the business type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except for liabilities incurred in the Company and the Subsidiariesordinary course of business.

SEC Filings. (a) The Company is subject tohas filed with the SEC, on a timely basis, all required reports, schedules, forms, statements and in full compliance with, other documents required to be filed by the reporting requirements of Section 13 or 15(d) of Company with the Securities SEC pursuant to the Exchange Act of 1934, as amended (the “Exchange ActFiled SEC Documents”). The Company has made available to each Subscriber through the XXXXX system true and complete copies As of the Company’s filings for the prior two full fiscal years plus any interim period (collectivelytheir respective SEC filing dates, the “Filed SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect Documents complied as to any such document was filed, when such amendment was filed), complied form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (and the rules regulations promulgated thereunder) (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Filed SEC Reports, and regulations thereunder and did not, none of the Filed SEC Reports as of such date, contain an respective dates 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. All reports and statements required Except with respect to be filed by the Company Transactions, no event giving rise to an obligation to file (or furnish) a report under the Exchange Act have been filed, together Form 8-K with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, has occurred as to which the time period for making such filing has not yet expired and as to which the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiariesapplicable Form 8-K has not been publicly filed or furnished.