Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. (a) Since December 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31, 2008, the The Company has timely filed or furnished all reports, schedules, forms, reports, statements, schedules statements and other documents with the SEC that were required to be filed or furnished by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time Securities and Exchange Commission (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases“SEC”), all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and which have complied as of its their respective filing date (dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to the date of this Agreementhereof, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 2007 (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as in effect on of the date of the last such Company SEC Report wasamendment or superseding filing made at least four (4) Business Days prior to the date hereof, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any 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. True and correct copies As of all the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECReports. None of the Company’s Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. No executive officer of the Company has failed SEC pursuant to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31Except as set forth in Section 6.7 of the Company Disclosure Schedule, 2008since January 1, 2003, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and federal securities Laws, all of which complied as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form their respective dates in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Actrules and regulations promulgated thereunder. As of their respective dates, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report Reports did not, and all such documents filed with the SEC after the date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Except as set forth in the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer Section 6.7 of the Company Disclosure Schedule, the Company has failed to make the made all certifications and statements required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section by Sections 302 or and 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, and the related rules and regulations promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company, including its Subsidiaries, is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. Without limiting the generality of the foregoing, and except as set forth in Section 6.7 of the Company Disclosure Schedule (a) the Company has established and maintains a system of internal accounting control over financial reporting sufficient to comply with all legal and accounting requirements applicable to the Company, (b) the Company has disclosed, based on its most recent evaluation of internal controls, to the Company’s auditors and its audit committee, (i) any significant deficiencies and material weaknesses in the design or operation of its internal accounting controls which are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information, and (2ii) any fraud known to the Company that involves management or other Employees who have a significant role in internal controls, and (c) the applicable listing and corporate governance rules and regulations Company has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the NYSECompany or its internal accounting controls over financial reporting, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices.

Company SEC Reports. (ai) Since December 31, 2008Other than as set forth on Schedule 3.01(e)(i) of the Company Disclosure Letter, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules certifications and other documents with the SEC that were (including exhibits and all other information incorporated by reference) required to be filed by it under applicable Legal Requirements with the SEC since January 1, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). The Company has made available to Parent (including via the SEC’s XXXXX system) all such Company SEC Documents that it has filed or furnished prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its their respective effective date dates (in the case of any Company SEC Report Documents that is a are registration statement statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder), the “Securities Act”) and as of its their respective SEC filing date dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the filing of such amended or superseded filing)amendment, (iwith respect to the disclosures that are amended) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31, 20082003, the Company has and its Subsidiaries have filed all formsor furnished, reportsas applicable, statementson a timely basis, schedules each registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other documents document (together with the SEC that were all amendments thereof and supplements thereto) required to be filed by it under applicable Legal Requirements prior the Company pursuant to the date hereof, and Exchange Act or the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents Securities Act or comparable foreign Law or regulation with the SEC that are required to be filed by it under applicable Legal Requirements prior to or any comparable foreign regulatory authority or exchange (as such documents have since the time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoof their filing been amended or supplemented, the “Company SEC Reports”). As of its effective date (in the case of their respective dates, after giving effect to any Company SEC Report that is a registration statement amendments or supplements thereto filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such amended or superseded filing), Company SEC Reports (i) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Reports, at the time of its filing, complied, or if not yet filed, when so filed will comply, in all applicable Legal Requirements, including material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), each as in effect on and any rules and regulations promulgated thereunder, applicable to the Company SEC Reports. As of the date such of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Report was, or will be, filed or effectiveReports, and (ii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions none of the Xxxxxxxx-Xxxxx Act and Company SEC Reports is the rules and regulations promulgated thereunder and (2) subject of ongoing review, comment or investigation by the applicable listing and corporate governance rules and regulations SEC. None of the NYSESubsidiaries of the Company are, or have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Reports. (a) Since December 31, 2008, the The Company has timely filed with or furnished to the SEC all registration statements, proxy statements, Certifications and other statements, schedules, forms, reports, statements, schedules reports and other documents with the SEC that were have been required to be filed by it under pursuant to applicable Legal Requirements Laws since the Lookback Date and prior to the date hereofof this Agreement (such statements, and the Company will file prior to the Effective Time all schedules, forms, reports, statements, schedules reports and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is complied as to form, as of its filing date, or, if amended or superseded by a registration statement filed pursuant subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, 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, each as in effect on the date that such Company SEC Report was filed. True, correct and as complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any 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. True With respect to each annual report on Form 10-K and correct copies of all each quarterly report on Form 10-Q included in the Company SEC Reports filed prior Reports, the principal executive officer and principal financial officer of the Company have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (a) “principal executive officer” and “principal financial officer” shall have the meanings given to the date hereof have been furnished to Parent or are publicly available such terms in the Electronic Data GatheringXxxxxxxx-Xxxxx Act, Analysis and Retrieval (XXXXXb) database of the term “file” and variations thereof shall be broadly construed to include any manner in which any document or information is furnished, supplied or otherwise made available to the SEC. None As of the Company’s Subsidiaries date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31, 2008, the The Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8since January 1, 2005 (including all certifications required pursuant to the Xxxxxxxx-K andXxxxx Act), in and copies of all casesregistration statements, all exhibits forms, reports and schedules theretoother documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports”). As of its effective date (in the case of any .” The Company SEC Report that is Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a registration statement filed pursuant to timely basis, (ii) at the Securities Act) and time filed, or if amended, as of its filing date (or, if amended or superseded by a filing the time of the last such amendment prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form were prepared in compliance in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act, the Xxxx-Xxxxx Act and and/or the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not at the time they were filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies No Subsidiary of all the Company SEC Reports filed prior is subject to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXXreporting requirements of Section 15(d) database of the SECSecurities Act or Section 13(a) of the Exchange Act. None of Except for the Contracts disclosed in the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxForm 8-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications K filed with the Company SEC Reports. Neither on March 29, 2011, neither the Company nor any of its executive officers has received notice from any Governmental Body challenging Subsidiaries is a party to or questioning the accuracyis bound by, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, each of its officers and directors are and have been any Contract required to be disclosed in compliance a Form 10-K, Form 10-Q or Form 8-K that is not disclosed in all material respects the Company’s Form 10-K filed with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSESEC on March 11, 2011.

Company SEC Reports. (a) Since December 31, 2008, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that were have been required to be filed by it under applicable Legal Requirements Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules reports and other documents with the SEC that are required to be filed by it under applicable Legal Requirements Laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivefiled, and (iib) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXXEXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008the enactment of the Sxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the Company, Company each of its officers and directors are and directors, have been and are in compliance in all material respects with (1A) the applicable provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2B) the applicable listing and corporate governance rules and regulations of the NYSENasdaq.

Company SEC Reports. (a) Since December 31January 3, 20082009, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior Laws, subject to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents any extensions permitted by applicable Laws (collectively with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules amendments thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (ia) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (iib) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is is, or at any time since January 3, 2009 has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31The Company and each of its officers, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been directors, is in compliance in all material respects with (1A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2B) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has made available to Parent all material correspondence between the SEC and the Company from January 3, 2009 to the date hereof, the Company will make available to Parent as promptly as practicable all material correspondence between the SEC and the Company after the date hereof, and there are no material outstanding or unresolved comments received from the SEC with respect to the Company SEC Reports.

Company SEC Reports. (a) Since December 31, 2008, the The Company has filed furnished or filed, on a timely basis, and made available to Parent all forms, reports, statementsschedules, schedules and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules statements and other documents, together with including any documents exhibits thereto, required to be furnished or filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto, 2022 (collectively the “Company SEC Reports”). As of its effective date (in the case of any The Company SEC Report that is a registration statement Reports, including all forms, reports and documents furnished or filed pursuant to by the Securities Act) Company with the SEC after the Agreement Date and as of its filing date (or, if amended or superseded by a filing prior to the date of this AgreementCompany Merger Effective Time (but excluding the Proxy Statement, on Schedule 13E-3 or any other form, report or document furnished or filed with the date of such amended or superseded filingSEC in connection with the Transactions), (i) each were and, in the case of the Company SEC Report compliedReports furnished or filed after the Agreement Date, or will comply, as the case may be, as to form prepared in all material respects in accordance with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will case may be, filed or effectiveand the rules and regulations thereunder, and (ii) each Company SEC Report did notnot at the time they were furnished or filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and will not, as in the case may beof such forms, reports and documents furnished or filed by the Company with the SEC after the date of this Agreement, will not as of the time they are furnished or filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. True and correct copies There are no outstanding or unresolved comments in comment letters from the SEC or the staff of all the SEC with respect to any of the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database as of the SECAgreement Date. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is of the Company are required to file any forms, reports reports, schedules, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31March 5, 20082021, and through the date of this Agreement, the Company has timely filed or furnished, as applicable, all forms, reports, statements, schedules and other documents Company SEC Reports with the SEC that were have been required to be filed or furnished by it under pursuant to applicable Legal Requirements Laws prior to the date hereof, and of this Agreement. To the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC extent that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC contains redactions pursuant to a request for confidential treatment or otherwise, the Securities Act) and as Company has made available to Parent the full text of its such Company SEC Report. As of their respective filing date (or furnishing dates or, if amended or superseded by a subsequent filing or furnishing prior to the date of this Agreement, on as of the date of the last such amended amendment or superseded filing), superseding filing each of the Company SEC Reports complied (i) and each Company SEC Report complied, or filed after the date of this Agreement will comply, as the case may be, as to form ) in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was, was or will be, be filed or effectivefurnished. As of its filing or furnishing date (or, and (ii) if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing), each Company SEC Report did notnot contain (and with respect to each Company SEC Document filed after the date of this Agreement, and will not, as the case may be, contain not contain) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date hereof, there are no outstanding or unresolved comments in comment letters from the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC staff with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to To the Knowledge of the Company, each as of its officers and directors are and have been the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. The Company is in compliance in all material respects with (1a) the all applicable provisions rules and all current listing and corporate governance requirements of NASDAQ and (b) all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSESEC.

Company SEC Reports. (a) Since December 31January 1, 20082018 and through the date of this Agreement, the Company has filed all forms, reports, statementsschedules, schedules statements and other documents with the SEC that were it has been required to be filed by it under file pursuant to applicable Legal Requirements Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time of this Agreement (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in To the case of extent that any Company SEC Report that is a registration statement filed since January 1, 2018 contains redactions pursuant to a request for confidential treatment or otherwise, the Securities Act) and Company has made available to Parent the full text of all such Company SEC Report that it has so filed or furnished with the SEC. Each Company SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date that such Company SEC Report waswas filed. As of its filing date (or, if amended or will besuperseded by a filing prior to the date of this Agreement, filed on the date of such amended or effectivesuperseded filing), and (ii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer of There are no outstanding or unresolved comments received from the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge Company’s Knowledge, none of the Company, each Company SEC Reports is the subject of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSEongoing SEC review or outstanding SEC investigation.

Company SEC Reports. (a) Since December 31, 2008, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that were have been required to be filed by it under applicable Legal Requirements Laws prior to the date hereof, and the Company will timely file prior to the Effective Time all forms, reports, statements, schedules reports and other documents with the SEC that are required to be filed by it under applicable Legal Requirements Laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amended amendment or superseded superseding filing), (ia) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx ActAct as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date such Company SEC Report was, or will be, filed or effectivefiled, and (iib) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. The Company has delivered or made available to Parent complete and correct copies of all material correspondence between the SEC, on the one hand, and the Company, on the other hand, occurring since December 31, 2008. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. Except as disclosed on Section 3.8 of the Company Disclosure Letter, to the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports reports, registrations, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008the enactment of the Xxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the Company, Company each of its officers and directors are and directors, have been and are in compliance in all material respects with (1A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2B) the applicable listing and corporate governance rules and regulations of the NYSENasdaq.

Company SEC Reports. (a) Since December 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that were have been required to be filed by it under applicable Legal Requirements Law or Order prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules reports and other documents with the SEC that are required to be filed by it under applicable Legal Requirements Law or Order prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Each Company SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingfiled. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. The Company has resolved with the staff of the SEC any comments it may have received prior to the date of this Agreement in comment letters to the Company from the staff of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder, including the provisions therein relating to recent acquisitions. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report. All such certifications are accurate and complete, except as disclosed in certifications filed with the Company SEC Reports. Neither and neither the Company nor any of its executive officers has received notice from any Governmental Body Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008As used in this Section 3.6, the Company andterm “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 Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSESEC.

Company SEC Reports. (a) Since December The Company previously has made available to Buyer (i) its Annual Report on Form 10-K for the year ended May 31, 20082005 (the "Company 10-K"), as filed with the SEC, (ii) all proxy statements relating to the Company's meetings of shareholders held or to be held after May 31, 2005 and (iii) all other documents filed by the Company with, or furnished by the Company to, the Company has filed all formsSEC under the Exchange Act since January 1, reports, statements, schedules 2003 and other documents with the SEC that were required to be filed by it under applicable Legal Requirements prior to the date hereofof this Agreement (the "Company SEC Reports"). The Company SEC Reports were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Xxxxxxxx-Xxxxx Act (to the extent applicable) and, in each case, the rules and regulations promulgated thereunder. As of their respective dates, such documents complied in all material respects, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and(the "SEC Documents") under the Exchange Act between the date of this Agreement and the Closing Date shall comply, in all casesmaterial respects, all exhibits with applicable SEC requirements and schedules theretodid not, the “Company SEC Reports”). As of its effective date (or in the case of any Company SEC Report that is a registration statement documents filed pursuant to the Securities Act) and as of its filing date (or, if amended on or superseded by a filing prior to after the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, and hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None The parties agree that any failure of the Company’s Subsidiaries 's chief executive officer or chief financial officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. On and since January 1, 2003, the Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Subsidiary is required to file any formsform, reports report or other documents document with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, the Company and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and documents (including exhibits and other documents information incorporated therein) with the SEC that were have been required to be filed by it under applicable Legal Requirements prior to laws from December 31, 2005 through and including the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules reports and documents (including exhibits and other documents information incorporated therein) with the SEC that are required to be filed by it under applicable Legal Requirements laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any other forms, reports or other documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoor prior to the Effective Time that are not required to be so filed, the “"Company SEC Reports”"). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act) and , as the case may be, each as in effect on the date such SEC Report was, or will be, filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) required by Rule 13a-14 or 15d-15 of 15d-14 under the Exchange Act or (B) and Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Governmental Body Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2008, the Company and, 2005 and all responses to the Knowledge such comment letters filed by or on behalf of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. (a) Since December 31October 16, 20082020, the Company has filed or furnished, as applicable, on a timely basis all forms, reports, statementsschedules, schedules prospectuses, registration statements and other documents with the SEC that were have been required to be filed or furnished by it under pursuant to applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time Laws (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”” “). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act) and complied, as of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filingsuperseding filing or furnishing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects respects, with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date that such Company SEC Report was, or will be, was filed or furnished (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseding filing or furnishing), and, in the case of a registration statement or amendment thereto, as of the date such registration statement or amendment became effective, and (ii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports reports, schedules, prospectuses, registration statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, There are no outstanding unresolved comments with respect to any the Company SEC Report, except as disclosed in certifications filed with or the Company SEC Reports. Neither Reports noted in comment letters or other correspondence received by the Company nor any of or its executive officers has received notice attorneys from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certificationsSEC. Since December 31, 2008, the Company and, to To the Knowledge of the Company, each there are no pending (i) formal or informal investigations of the Company by the SEC or (ii) inspections of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since October 16, 2020, there has been no material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSESubsidiaries or their respective internal controls.

Company SEC Reports. (a) Since December 31, 2008the Applicable Date, the Company has filed or furnished, as applicable, all forms, reports, reports statements, schedules certifications and other documents with the SEC that were have been required to be filed or furnished by it under applicable Legal Requirements Law prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time hereof (all such forms, reports, statements, schedules certifications and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andall exhibits, in all cases, all exhibits notes and schedules theretothereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable), the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act) and as of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing)filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (ia) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, was filed or effectivefurnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (iib) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Body Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008, True and complete copies of all comment letters from the staff of the SEC relating to the Company andSEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions none of the Xxxxxxxx-Xxxxx Act and Company SEC Reports is subject to or the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations subject of the NYSEongoing SEC review or outstanding SEC comment.

Company SEC Reports. (a) Since December 31, 2008, the The Company has filed or furnished, as applicable, all forms, reports, schedules, statements, schedules certificates and other documents with the SEC that were have been required to be filed or furnished, as applicable, by it under applicable Legal Requirements Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, schedules, statements, schedules certificates and other documents with the SEC that are required to be filed by it under applicable Legal Requirements Laws prior to such time (all such forms, reports, schedules, statements, schedules certificates and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the case may be, as of its filing date, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and as Retrieval (EXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (ii) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since the Company nor any enactment of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2008Sxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the Company, Company each of its officers and directors are and directors, have been and are in compliance in all material respects with (1A) the applicable provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2B) the applicable listing and corporate governance rules and regulations of the NYSENASDAQ.

Company SEC Reports. (a) Since December 31January 1, 20082009, the Company has filed or furnished on a timely basis all forms, reports, statements, schedules reports and other documents with the SEC that were have been required to be filed or furnished by it under applicable Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time Law (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, filed or furnished since such time, including after the date hereof, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act) and complied as of its filing date (oror furnishing date, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects as to form with all applicable Legal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, was filed or effective, and (ii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingfurnished. True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing or furnishing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary to be stated in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date hereof, there are no material outstanding or unresolved comments received from the certifications required of him or her under (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither Except as set forth on Section 2.9 of the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracyDisclosure Schedule, completenesssince January 1, form or manner of filing of such certifications. Since December 31, 2008, 2009 the Company and, to the Knowledge of the Company, each of its officers has been and directors are and have been is in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of the NYSENasdaq.