Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements All reports and other documents filed or furnished by Abraxas pursuant to the Securities Act and the Exchange Act through the SEC’s Electronic Data Gathering, Analysis and Retrieval system prior to the date hereof (collectively, the “SEC Filings”) are publicly available. The SEC Filings are the only filings required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required Abraxas pursuant to the Xxxxxxxx-Xxxxx Exchange Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECsince May 25, as have been supplemented, modified or amended since 2007. At the time of filing, collectivelyfiling thereof, the “Company SEC Documents”). As of their respective effective dates (in the case Filings complied, and each of the Company SEC Documents that are registration statements Filings filed pursuant or furnished subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) Exchange Act and did not contain 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 made therein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent that information contained in any such document has been revised or superseded by a later filed SEC Filings. Abraxas has included in the Annual Report a list of all material agreements, contracts and other documents (iia “Material Contract”) complied that it reasonably believes are required to be filed as exhibits to the Annual Report. Each Material Contract to which Abraxas is a party is valid and binding on Abraxas and in full force and effect, except where the failure to be valid, binding and in full force and effect, either individually or in the aggregate, would not have an Abraxas Material Adverse Effect. Abraxas has in all material respects with performed all obligations required to be performed by it under each Material Contract to which it is a party, except where such noncompliance, either individually or in the applicable requirements of the Exchange Act or the Securities Actaggregate, as the case may bewould not have an Abraxas Material Adverse Effect. Abraxas does not know of, and has not received notice of, the Xxxxxxxx-Xxxxx Act and existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the applicable rules and regulations part of the SEC thereunder. None of the Company Subsidiaries is required to file Abraxas under any formssuch Material Contract, reports except where such default, either individually or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documentsaggregate, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) would not have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)an Abraxas Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed Made Available (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC between December 31, as have been supplemented2018 and, modified or amended solely for purposes of this sentence, the date of this Agreement (and for all other purposes under this Agreement since the time of filingDecember 31, 2018), including all amendments thereto since December 31, 2018 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC since December 31, 2018 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared is accurate and complete in accordance with GAAP applied on a consistent basis during the periods involved (except all material respects, and complies as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present to form in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated with all applicable Legal Requirements. As used in the notes thereto orintroduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102020, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments), (B) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (BC) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Since January 1, 2021, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents (the “Company SEC Reports”) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as amended, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 rules and regulations promulgated thereunder, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC DocumentsReports are correct in all material respects, including present fairly the related notes financial condition and schedules (collectivelyoperating results of the Company as of the date(s) and during the period(s) indicated therein, the “Company Financial Statements”) (A) and have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved (except period indicated. Except as may be indicated set forth in the notes thereto or, most recent financial statements contained in the case of interim financial statementsCompany SEC Reports, for normal and recurring year-end adjustmentsthe Company does not have any material liability (whether accrued, contingent or otherwise) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity other than liabilities not of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred type required by GAAP to therein (except as may be indicated reflected or reserved on a balance sheet prepared in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)accordance with GAAP.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company Parent has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary Parent with the SEC, as have been supplementedincluding any publicly filed supplements, modified modifications or amended since the time of filingamendments, collectively, the “Company Parent SEC Documents”). As of their respective effective dates (in the case of the Company Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company Parent SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company Parent SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder 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 SEC thereunder. None of the Company Subsidiaries is required to file any formscircumstances under which such statement were made, reports or other documents with the SECnot misleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent and the its consolidated Company Parent Subsidiaries included in the Company Parent SEC Documents, including the related notes and schedules (collectively, the “Company Parent Financial Statements”) ), (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and audit adjustments which are not expected to be material individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company Parent and the consolidated Company Parent Subsidiaries as of the dates and for the periods referred to therein (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)audit adjustments which are not expected to be material individually or in the aggregate) and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (furnished, as applicable) , all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, together with all certifications required pursuant and applicable to such Company SEC Reports and (iii) except to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the extent that information contained in a Company or any Company Subsidiary with the SECSEC Report has been revised, as have been supplementedamended, modified or amended since superseded by a later filed or furnished Company SEC Report, did not or will not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that they were or are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading and (ii) complied in all any material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)respect.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents publicly filed by the Company or any Company Subsidiary with the SEC, as have been supplementedincluding any publicly filed supplements, modified modifications or amended since the time of filingamendments thereto, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder 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 made therein, in light of the circumstances under which they such statement were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and audit adjustments which are not expected to be material individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)audit adjustments which are not expected to be material individually or in the aggregate) and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102008, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (B) have been prepared in a manner consistent with the books and records of the Company and the Company Subsidiaries, (C) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act and none of which adjustments is material to the Company) and (BD) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May December 31, 20102008, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof. During the period commencing as of the date of this Agreement and ending on the Expiration Date, the Company will file all Company SEC Documents that are required to be filed by it under applicable Laws prior to such time. Each Company SEC Document 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, as the case may be, together and with all certifications required pursuant to applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (Act, each as in effect on the “Xxxxxxxx-Xxxxx Act”) (date such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)Document was, or will be, filed. As of their respective effective dates its filing date (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended or superseded by a filing prior to the date hereofof this Agreement, as of on the date of the last such amendmentamended or superseded filing), the each Company SEC Documents (i) Document did not and will not contain 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 made therein, in light of the circumstances under which they were made, not misleading and misleading. Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Body any written comments or questions with respect to any of the Company SEC Documents (iiincluding the financial statements included therein) complied in all material respects or any registration statement filed by any of them with the applicable requirements SEC or any notice from the SEC or other Governmental Body that such Company SEC Documents (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Exchange Act or the Securities ActCompany, there is not, as of the case may beAgreement Date, any investigation or review being conducted by the Xxxxxxxx-Xxxxx Act SEC or any other Governmental Body of any Company SEC Documents (including the financial statements included therein). The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC and the applicable rules and regulations of the SEC thereunderCompany occurring since January 1, 2010. None of the Company Company’s Subsidiaries is required to file any forms, reports reports, schedules, statements or other documents with the SEC. All The certifications and statements required by Rule 13a-14 of the audited consolidated financial statements Exchange Act, and unaudited consolidated interim financial statements Section 906 of the Company and the consolidated Company Subsidiaries included in the Xxxxxxxx-Xxxxx Act relating to any Company SEC DocumentsDocuments are accurate and complete, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance complied as to form and content with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries applicable Laws as of the dates and for the periods referred to therein date of such filing (except as may be indicated in the notes thereto or, in if amended or superseded by a filing prior to the case Agreement Date, then on the date of interim financial statementssuch filing). Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, for normal and recurring year-end adjustments)completeness, form or manner of filing of such certifications.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed delivered (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents filed by the Company with, and all Company Certifications (as defined below) filed or furnished by the Company with or to, the SEC since January 1, 2003, including all amendments thereto (collectively, the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed or furnished by the Company with or to the SEC since January 1, 2003 have been so filed or furnished on a timely basis. None of the Company's Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it under was filed with or furnished to the SEC: (i) each of the Company 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, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (1) the SEC's Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Securities Exchange Act, as the case may be, ; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Act) (collectively, the “"Company Financial Statements”Certifications") (A) have been prepared is accurate and complete, and complied as to form and content with all applicable Legal Requirements in accordance effect at the time such Company Certification was filed with GAAP applied on a consistent basis during or furnished to the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statementsreports, prospectusesschedules, forms, reportsstatements, certifications, statements and other documents required to be filed or furnished by it the Company under the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may beapplicable, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)Reports, or in each casewhen filed, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and misleading. The financial statements of the Company included in the SEC Reports (ii“Financial Statements”) complied comply in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderCommission with respect thereto as in effect at the time of filing. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company The Financial Statements”) (A) Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved United States Generally Accepted Accounting Principles (“GAAP”), except as may be indicated otherwise specified in the Financial Statements or the notes thereto orand except that unaudited Financial Statements may not contain all footnotes required by GAAP, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods referred to therein (except as may be indicated in the notes thereto orthen ended, subject, in the case of interim financial unaudited statements, for normal and recurring to normal, immaterial, year-end audit adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed Made Available (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC between December 31, as have been supplemented2020 and, modified or amended solely for purposes of this sentence, the date of this Agreement (and for all other purposes under this Agreement since the time of filingDecember 31, 2020), including all amendments thereto since December 31, 2020 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC since December 31, 2020 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Actapplicable law; and (ii) and as none of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared is accurate and complete in accordance with GAAP applied on a consistent basis during the periods involved (except all material respects, and complies as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present to form in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated with all applicable Legal Requirements. As used in the notes thereto orintroduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, 2010, the Company Xxxxxx has timely filed or otherwise furnished (as applicable) made available to Iris accurate and complete copies of all registration statements, prospectusesproxy statements, formsMeadow Certifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents filed by Meadow with the SEC between January 1, 2020 and the date hereof (the “Meadow SEC Documents”). Since the date of the Meadow Balance Sheet, all material statements, reports, schedules, forms and other documents required to be have been filed by Meadow or furnished its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing), each of the Meadow SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofand, as of the date time they were filed, none of the last such amendment, the Company Meadow SEC Documents (i) did not contain 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim a Meadow SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial statements, projections or forward-looking statements or the completeness of any information furnished by Xxxxxx to the SEC solely for normal the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and recurring year-end adjustmentsstatements required by (i) Rule 13a-14 under the Exchange Act and (Bii) fairly present 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Meadow SEC Documents (collectively, the “Meadow Certifications”) are accurate and complete in all material respects and comply as to form and content in all material respects with all applicable Laws. As used in this Section 4.6, the consolidated financial position term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC.

SEC Filings; Financial Statements. (a) Since May Lancit has furnished to the Company true and complete copies of (i) its annual reports on Form 10-K, as amended, for each of the three fiscal years ended June 30, 1995, 1996 and 1997 as filed with the Securities and Exchange Commission (the "SEC") and annual reports to shareholders for each of the two fiscal years ended June 30, 1995 and 1996, (ii) its quarterly reports on Form 10-Q for the fiscal quarters ended September 30, 1997 and December 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act1997, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, (iii) its proxy or information statements relating to the meetings of, or actions taken without a meeting by, Lancit's shareholders held since December 6, 1995 and (iv) all of its other reports, statements, schedules and registration statements (in the form in which it became effective) filed with the SEC since July 1, 1994 (as have been supplemented, modified or amended since the time of filingamended, collectively, the “Company "Lancit SEC Documents”"). Lancit has made all required filings since July 1, 1994 with the SEC when due in accordance with the rules and regulations promulgated under the Exchange Act and the Securities Act. As of their respective effective dates (in the case dates, all of the Company Lancit SEC Documents that are registration statements complied in all material respects with the Exchange Act or the Securities Act, as applicable, and the applicable rules and regulations of the SEC thereunder. As of its filing date, each such report or statement filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) Exchange Act did not contain 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 made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act misleading. Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries 1933 as of the dates date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. All material agreements, contracts and for other documents required to be filed as exhibits to any of the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)Lancit SEC Documents have been so filed.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsschedules, statements certifications and other documents required to be filed by the Company with the SEC since January 1, 2010. All such registration statements, prospectuses, forms, reports, schedules, certifications and other documents (including exhibits and all other information incorporated by reference) are referred to herein as the “Company SEC Documents”. As of their respective filing dates (after giving effect to any amendments or furnished by it under supplements thereto), the Securities Company SEC Documents were prepared in all material respects in accordance with and complied as to form in all material respects with the applicable requirements of the 1933 Act or the Exchange 1934 Act, as the case may be, together with all certifications required pursuant and the published rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or extent that information contained in any Company Subsidiary with the SECSEC Document has been revised, as have been supplementedamended, modified or amended since superseded (prior to the time date of filing, collectively, the “this Agreement) by a later filed Company SEC Documents”). As of their respective effective dates (in the case Document, none of the Company SEC Documents that are registration statements when filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain furnished 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 light of the circumstances under which they were made, not misleading and (ii) complied in all any material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderrespect. None of the Subsidiaries of the Company Subsidiaries is subject to the periodic reporting requirements of the 1934 Act or required to file any formsform, reports report or other documents document with the SECSEC or the Nasdaq Global Market. All To the knowledge of the audited consolidated financial statements and unaudited consolidated interim financial statements Company, there are no unresolved comments received from the SEC staff with respect to the Company SEC Documents on or prior to the date hereof. To the knowledge of the Company, none of the Company and SEC Documents filed on or prior to the consolidated Company Subsidiaries included in the Company date hereof is subject to ongoing SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)review or investigation.

SEC Filings; Financial Statements. (a) Since May 31August 7, 20102013, the Company Buyer has timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, periodic reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together from and after August 7, 2013 (collectively, the “Buyer SEC Filings”). Each Buyer SEC Filing, as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects with all certifications required pursuant to the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC), as have been supplementedthe case may be, modified or amended since and the rules and regulations of the SEC thereunder, applicable to such Buyer SEC Filing, and (ii) did not, at the time of filing, collectively, the “Company SEC Documents”). As of their respective it was filed (or became effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documentsstatements), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Securities ActSEC staff with respect to Buyer SEC Filings and, as to the case may beknowledge of Buyer, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations none of the Buyer SEC thereunderFilings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company Subsidiaries No Buyer Subsidiary is required to file any forms, periodic reports or other documents with the SECSEC pursuant to the Exchange Act. All Buyer has made available upon request to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Buyer and any of the audited consolidated financial statements and unaudited consolidated interim financial statements of Buyer Subsidiaries, on the Company one hand, and the consolidated Company Subsidiaries included in SEC, on the Company SEC Documentsother hand, including the related notes and schedules (collectivelysince January 1, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)2012.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed Made Available (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, reports, certifications, statements exhibits and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplementedincluding all amendments thereto since January 1, modified or amended since the time of filing, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (iiA) complied Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in all material respects Section 3.04, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Exchange Securities Act or the Securities Act, Exchange Act (as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31The consolidated financial statements contained in each report, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements statement and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents definitive proxy statement filed by the Company or any Company Subsidiary with the Securities and Exchange Commission (the “SEC, as have been supplemented, modified or amended since ,” and the time of filing, collectivelydocuments, the “Company SEC Documents”). As of their respective effective dates ): (i) complied as to form in all material respects with the case published rules and regulations of the Company SEC Documents that are registration statements filed pursuant to applicable thereto and were timely filed; (ii) the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, information contained therein as of the date of the last such amendment, the Company SEC Documents (i) respective dates thereof did not contain any 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 light of the circumstances under which they were made, not misleading and misleading; (iiiii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved covered (“GAAP”), except as may be indicated in the notes thereto or, to such financial statements and (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements, for normal statements may not contain footnotes and recurring are subject to year-end audit adjustments) ; and (Biv) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, operations cash flows and the changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein (except covered thereby. Except as may be indicated set forth in the notes thereto orfinancial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to the fiscal year or quarter covered by the Company’s most recent filed periodic report on Form 10-K or Form 10-Q (the “Last Reported Period”), and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to the Last Reported Period, are not, in the case aggregate, material to the financial condition or operating results of interim financial statementsthe Company and its subsidiaries, for normal and recurring year-end adjustments)taken as a whole.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) made --------------------------------- all registration statements, prospectuses, forms, reports, certifications, statements and other documents filings required to be filed or furnished by it made under the Exchange Act with the SEC since December 31, 1996 (the "SEC Filings"). As of their respective dates, the SEC ----------- Filings complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange -------------- Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case regulations of the Company SEC Documents that are registration statements filed pursuant promulgated thereunder applicable to such SEC Filings, and the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied misleading. The financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange SEC promulgated under the Securities Act or the Securities Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim to such financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the respective periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, for to exceptions permitted by Form 10-Q under the Exchange Act and to normal and recurring year-end adjustments). As of March 31, 1997, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of its subsidiaries has incurred, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a consolidated balance sheet of the Company under generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the Company included in the SEC Filings or set forth on Schedule 4.7.

SEC Filings; Financial Statements. (a) Since May The Company has Made Available to Parent true, correct and complete copies of all Company SEC Documents filed since December 31, 2010, including the Company has timely filed or otherwise furnished (as applicable) all registration Financial Statements. All statements, prospectuses, forms, reports, certificationsschedules, statements forms and other documents required to be have been filed by the Company or furnished by it its officers with the SEC since December 31, 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2010 (collectively, the “Certifications”). Each of the Certifications are accurate and complete, and comply in all material respects as to form and content with all applicable Legal Requirements. None of the Company Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively): (A) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Act, Xxxxxxxx-Xxxxx Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”B) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act misleading. There are no outstanding or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of unresolved comments received from the SEC thereunder. None of the Company Subsidiaries is required with respect to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively. As used in this Agreement, the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC and made publicly available on XXXXX (other than documents or information that are provided by the Company Financial Statements”) (A) have been prepared in accordance with GAAP applied to the staff of the SEC on a consistent supplemental basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsare not made publicly available on XXXXX).

SEC Filings; Financial Statements. (a) Since May 31July 18, 20102011, the Company Buyer has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary Buyer with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company Buyer SEC Documents”). As of their respective effective dates (in the case of the Company Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company Buyer SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company Buyer SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries Buyer included in the Company Buyer SEC Documents, including the related notes and schedules (collectively, the “Company Buyer Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries Buyer as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in accordance with (i) the books and records of the Company and (ii) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and adjustments the effect of which would not be material, individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments the effect of which would not be material, individually or in the aggregate), and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdocuments, statements and other documents reports required to be filed or furnished under the Exchange Act prior to the date hereof by it under with the SEC since December 31, 2007 (the forms, documents, statements and reports filed with the SEC since December 31, 2007, including any amendments thereto, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, the Company SEC Reports complied, and each of the Company SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed by the Company or any Company Subsidiary applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents Reports so filed or that are registration statements will be filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior subsequent to the date hereofof this Agreement contained or will contain, as of the date of the last such amendmentcase may be, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit omitted to state a 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 and (ii) complied misleading, except to the extent that the information in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the such Company SEC Documents, including Report has been amended or superseded by a later Company SEC Report filed prior to the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)date hereof.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with or furnished to the SEC by it under the Company since January 1, 2013 (the “Applicable Date”) (the forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, each as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to effect on the date hereofso filed or effective, as of the date of the last such amendment, the Company SEC Documents and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein its filing date or effective date (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsapplicable).

SEC Filings; Financial Statements. (a) Since May 31, 2010, Each of the Company and Pamida has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it with the SEC since December 31, 1996, and the Company has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) the Company's and Pamida's Annual Reports on Form 10-K for the fiscal years ended February 2, 1997, February 1, 1998 and January 31, 1999, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996, and (iii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q with respect to fiscal quarters ending prior to February 1, 1999 and Registration Statements on Form S-8) filed by the Company or Pamida with the SEC since December 31, 1995 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC Reports"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and, at the time they were filed (or at the effective date thereof with respect to registration statements under the Securities Act), complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant and the rules and regulations promulgated thereunder applicable to the Xxxxxxxx-Xxxxx Act of 2002 such SEC Reports, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filing, collectively, they were filed (or at the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are date thereof with respect to registration statements filed pursuant to the requirements of under the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries No Subsidiary other than Pamida is required to file any formsform, reports report or other documents document with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of December 31, 20102017 and December 31, 2018 and the related statements of operations, stockholders’ equity and cash flows for the annual periods then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the SEC Filings through EXXXX. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the financial condition of the Company as of the dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Ernst & Young LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the footnotes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended. The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents SEC Filings required to be filed or furnished by it under the Securities Act or and the Exchange ActAct since the Reference Date on a timely basis, as the case may be, together with all certifications required pursuant or timely filed a valid extension of such time of filing and has filed such SEC Reports prior to the Xxxxxxxx-Xxxxx Act expiration of 2002 (the “Xxxxxxxx-Xxxxx Act”) (any such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)extension. As of their respective effective dates (dates, all SEC Reports filed on or after the Reference Date complied in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to Exchange Act and the date hereof, as rules and regulations of the date SEC promulgated thereunder, and none of the last such amendmentSEC Reports, the Company SEC Documents (i) did not contain when filed, 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading.

SEC Filings; Financial Statements. (a) Since May 31, 2010, Parent has Made Available (or made available on the SEC website) to the Company has timely filed or otherwise furnished (as applicable) accurate and complete copies of all registration statements, prospectusesproxy statements, formsParent Certifications and other statements, reports, certificationsschedules, statements forms and other documents filed by Parent with the SEC between December 31, 2018 and, solely for purposes of this sentence, the date of this Agreement (and for all other purposes under this Agreement since December 31, 2018), including all amendments thereto since December 31, 2018 (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by Parent or furnished its officers with the SEC since December 31, 2018 have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent 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, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (iiB) complied in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, in all material respects and complies as to form in all material respects with all applicable Legal Requirements. As used in the applicable requirements of the Exchange Act or the Securities Act, as the case may beintroduction to this Section 3 and in this Section 3.4, the Xxxxxxxx-Xxxxx Act term “file” and the applicable rules and regulations of variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC thereunder. None or any member of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Seagate has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished with the SEC since July 3, 1998, and has made available (through on-line databases) to Veritas such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including all exhibits and schedules thereto and all documents incorporated by it under reference therein) are referred to herein as the "Seagate SEC Reports." As of their respective dates, the Seagate SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as and the case may berules and regulations of the SEC promulgated thereunder, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company each such Seagate SEC Documents”). As of their respective effective dates Report was filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. All Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been made available to Veritas prior to the date of this Agreement), none of the audited consolidated financial statements Seagate SEC Reports filed by Seagate since July 3, 1999 and unaudited consolidated interim financial statements prior to the date of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules this Agreement (collectively, the “Company Financial Statements”"Recent SEC Reports") (A) contains any untrue statement of a material fact or omits to state 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. The consolidated financial statements of Seagate included in all Seagate SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly 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 notes thereto orthereto) and fairly present the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of interim financial unaudited quarterly statements, for to normal and recurring year-end audit adjustments) and ). Except as reflected in the most recent consolidated balance sheet of Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (B) fairly present in all material respects such consolidated balance sheet being referred to herein as the consolidated financial position "Current Seagate Balance Sheet" and the consolidated results of operationsdate thereof being referred to herein as the "Current Balance Sheet Date"), cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates Current Balance Sheet Date, neither Seagate nor any of its Subsidiaries had, and for the periods referred to therein since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (except as may be indicated whether accrued, absolute, contingent or otherwise) which, individually or in the notes thereto oraggregate, in the case of interim financial statements, for normal and recurring year-end adjustments)would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102009, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with GAAP applied on a consistent basis during with, and accurately reflect the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal books and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity records of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).all material respects,

SEC Filings; Financial Statements. (a) Since May The Company has heretofore --------------------------------- delivered or made available to TNF a complete and correct copy of each registration statement, offering circular relating to the offering of securities, report, proxy statement or information statement prepared by it since December 31, 20101995, the Company has timely filed or otherwise furnished including, without limitation, (as applicableA) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxxits Annual Report on Form 10-Xxxxx Act of 2002 K (the “Xxxxxxxx"Fiscal 1997 Form 10-Xxxxx Act”K") for the year ended December 31, 1997, --------------------- and (such documents B) its Quarterly Report on Form 10-Q for the period ended September 30, 1998, each in the form (including exhibits and any other documents amendments thereto) filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, SEC (collectively, the “Company "SEC Documents”Reports"). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)or, or in each case, ----------- if amended prior to the date hereofamended, as of the date of the last such amendmentamendment prior to the date of this Agreement, the Company Company's SEC Documents (i) Reports did not contain, and its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 when filed will not contain (and at such time will constitute an SEC Report), 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 misleading. Each of the Company's consolidated balance sheets included in or incorporated by reference into its SEC Reports (including the related notes and (iischedules) complied fairly presents, in all material respects with respects, the applicable requirements consolidated financial position of the Exchange Act Company as of its date and each of the consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into its SEC Reports (including any related notes and schedules) fairly presents the Securities Actconsolidated results of operations, retained earnings and cash flows, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to normal and recurring year-end audit adjustments) and ), in each case in accordance with GAAP (B) fairly present in all material respects other than the consolidated financial position and the consolidated results absence of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, footnotes in the case of interim unaudited statements) consistently applied through the periods indicated. A true, correct and complete copy of the Company's unaudited 1998 financial statementsstatements is included in Section 6.7 of the Company Disclosure Letter. Except ----------- as set forth in Section 6.7 of the Company Disclosure Letter, there will be no ----------- material deviation between such unaudited 1998 financial statements and the audited 1998 financial statements to be included in the Company's Annual Report on Form 10-K for normal the year ended December 31, 1998. Without limiting the foregoing, the Company maintains appropriate reserves under GAAP for warranty claims, product liability claims, and recurring year-end adjustments)severance payments that may be incurred by the Company in connection with the termination of arrangements with international sales representatives.

SEC Filings; Financial Statements. (a) Since May 31The Company has Made Available to Parent accurate and complete copies of all Company SEC Documents filed since June 4, 2010, as well as all comment letters received by the Company has timely filed from the SEC and all responses to such comment letters provided to the SEC by or otherwise furnished (as applicable) all registration on behalf of the Company since such date. All statements, prospectuses, forms, reports, certificationsschedules, statements forms and other documents required to be have been filed by the Company or furnished its officers with the SEC since June 4, 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after June 4, 2010 (collectively, the “Certifications”). Each of the Certifications are accurate and complete, and comply in all material respects as to form and content with all applicable Legal Requirements. None of the Company Subsidiaries is required to file any documents with the SEC. As of the time it under was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”B) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and (ii) complied misleading. As used in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may bethis Agreement, the Xxxxxxxx-Xxxxx Act term “file” and variations thereof, when used in reference to the applicable rules SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC and regulations made publicly available on XXXXX (other than documents or information that are provided by the Company to the staff of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent supplemental basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsare not made publicly available on XXXXX).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all All registration statements, prospectuses, reports required by Section 13 or 15(d) of the Exchange Act and filings pursuant to Regulation D promulgated under the Securities Act (including, in each case, all exhibits and schedules thereto) required to be filed or furnished by the Company with the SEC since January 1, 2006 have been so filed or furnished, and the Company will file prior to the expiration date of the Offer all forms, reports, certifications, statements reports and other documents with the SEC that are required to be filed or furnished by it under the Securities Act or the Exchange Actprior to such time (all such forms, as the case may bereports and documents, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other forms, reports or other documents filed or furnished (as applicable) by the Company or any Company Subsidiary with the SECSEC after January 1, as have been supplemented, modified 2006 and on or amended since prior to the time expiration date of filing, collectivelythe Offer that are not required to be so filed or furnished, the “Company SEC Documents”). As of their respective effective dates the time it was filed or will be filed (in as the case may be) with the SEC (or, if amended or superseded by a filing, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant to complied or will comply (as the case may be) in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be), and with all applicable provisions of all other the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Documents)Document was, or in each casewill be, if amended prior to the date hereof, as filed; and (ii) none of the date of the last such amendment, the Company SEC Documents contained or will contain (ias the case may be) did not contain any untrue statement of a material fact or omitted or will omit (as the case may be) 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 misleading. True and correct copies of all Company SEC Documents filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (iiXXXXX) complied in all material respects with the applicable requirements database of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31The Company has made available to Parent a correct and complete copy of each report, 2010schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company has timely filed with the SEC on or otherwise furnished since January 1, 2002 and prior to the date of this Agreement (as applicable) the "Company SEC Reports"), which are all registration statements, prospectuses, the forms, reports, certifications, statements reports and other documents required to be filed by the Company with the SEC since such date; PROVIDED that, if the Company amends any of the Company SEC Reports, such amendment shall not mean or furnished imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Company SEC Reports and any forms, reports and other documents filed by it under the Company with the SEC after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations of 2002 the SEC thereunder applicable thereto, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of such filing) or will not at the last such amendment, the Company SEC Documents (i) did not time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinmade, in light of the circumstances under which they were made, not misleading and (ii) complied misleading, PROVIDED, HOWEVER, that no representation is made with respect to information included in all material respects with the applicable requirements of the Exchange Act Company SEC Reports that was provided in writing by Parent or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderSub. None of the Company Subsidiaries Company's subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Providian has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsstatements, statements certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it under with the Securities Act or the Exchange ActSEC since January 1, as the case may be2000 (all such forms, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents reports, statements, certificates and any other documents filed by the Company or any Company Subsidiary with the SECsince January 1, as have been supplemented, modified or amended since the time of filing2000, collectively, the “Company Providian SEC DocumentsReports”). As None of their respective effective dates (in Providian’s subsidiaries is required to file periodic reports with the case of the Company SEC Documents that are registration statements filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the Providian SEC Reports, as amended prior to the date of this Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents”), or and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in each caseeffect on the date so filed. None of the Providian SEC Reports contained, when filed or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 made therein, in the light of the circumstances under which they were made, not misleading misleading. Providian has made available to Washington Mutual true, correct and (ii) complied in complete copies of all material respects with written correspondence between the applicable requirements SEC, on the one hand, and Providian and any of its Subsidiaries, on the other hand, occurring since January 1, 2000, and prior to the date hereof. As of the Exchange Act date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Securities ActSEC staff with respect to the Providian SEC Reports. To the knowledge of Providian, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations none of the Providian SEC thereunder. None Reports is the subject of the Company Subsidiaries is required to file any forms, reports ongoing SEC review or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company outstanding SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)comment.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company YieldUP has timely filed or otherwise furnished (as applicable) and made available to Parent all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed by YieldUP with the SEC since January 1, 1996 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein) (all such forms, reports, and documents, including any such forms, reports, and documents filed with the SEC after the date hereof, being collectively called the "YieldUP SEC Reports" and individually called a "YieldUP SEC Report"). The YieldUP SEC Reports (i) at the time filed, with respect to all of the YieldUP SEC Reports other than registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), or furnished by it at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied, and any YieldUP SEC Reports filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents did not, and any other documents YieldUP SEC Reports filed by after the Company or any Company Subsidiary with the SECdate hereof will not, as have been supplemented, modified or amended since at the time of filing, collectively, filed or at the “Company SEC Documents”). As time of their respective effective dates (in dates, as the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates may be (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendmentfiling), the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).such YieldUP

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Parent has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration statements, prospectuses, forms, reportsstatements, certifications, statements reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2012 (the forms, statements, reports and documents filed or furnished since January 1, 2012 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Parent SEC Reports”). Each of the Parent SEC Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as Act and the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents , and any other documents rules and regulations promulgated thereunder applicable to the Parent SEC Reports, or, if not yet filed by or furnished, will to the Company or any Company Subsidiary Knowledge of Parent comply in all material respects with the SEC, as have been supplemented, modified or amended since applicable requirements of the time of filing, collectivelySecurities Act, the “Company Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Documents”)Reports. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereof, as of the date of the last such amendment), the Company Parent SEC Documents (i) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading, and (ii) complied in all material respects any Parent SEC Reports filed or furnished with the applicable requirements SEC subsequent to the date hereof will not to Parent’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the Exchange Act or the Securities Actcircumstances in which they were made, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)not misleading.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since July 29, as have been supplemented, modified or amended since the time of filing, 2005 (collectively, the “Company SEC DocumentsReports”), each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, each as in effect on the date so filed. As The Company’s consolidated statements of their respective effective dates operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of the Company SEC Documents that are registration statements filed pursuant to and proxy statements, on the requirements dates of effectiveness and the Securities Act) and as dates of their respective SEC filing dates (mailing, respectively, and, in the case of all other any Company SEC Documents), Report amended or in each case, if amended superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents amending or superseding filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the Xxxxxxxx-Xxxxx Act books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (Biii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations, their operations and cash flows (and changes in stockholders’ equity financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein contemplated Merger, (except as may be indicated iv) liabilities incurred in the notes thereto orordinary course of business consistent with past practice since August 26, in the case of interim financial statements2006, for normal and recurring year-end adjustments)(v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since May 31, 2010, Parent has delivered or Made Available (or made available on the SEC website) to the Company has timely filed or otherwise furnished (as applicable) accurate and complete copies of all registration statements, prospectusesproxy statements, formsParent Certifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents filed by Parent with the SEC since July 1, 2010, including all amendments thereto (collectively, the “Parent SEC Documents”). Since January 1, 2010, all statements, reports, schedules, forms and other documents required to be have been filed by Parent or furnished its officers with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent 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, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (iiB) complied in all material respects with the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements of amending or superseding Parent SEC Document. The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of or applicable to the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company Parent SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsParent Certifications”) (A) have been prepared are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in accordance with GAAP applied on Sections 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a consistent basis during document or information is filed, furnished, submitted, supplied or otherwise made available to the periods involved (except as may be indicated in the notes thereto or, in the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the 2.7.1 Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed or otherwise furnished by Company with the Securities and Exchange Commission (as applicable"SEC") since January 1, 1996 (the "Company SEC Reports"), which are all registration statements, prospectuses, the forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under Company with the SEC since January 1, 1996. The Company SEC Reports (A) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”B) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries Company's subsidiaries is required to file any forms, reports or other documents with the SEC. All 2.7.2 Each set of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any related notes thereto) contained in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (including, without limitation, in accordance with the revenue recognition principles thereof) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial unaudited statements, for normal and recurring yeardo not contain footnotes as permitted by Form 10-end adjustmentsQ of the Exchange Act) and (B) each fairly present in all material respects presents the consolidated financial position of Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (indicated, except as may be indicated in that the notes thereto or, in the case of unaudited interim financial statementsstatements were or are subject to normal adjustments which were not or are not expected to be material in amount. 2.7.3 Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, for normal and recurring year-end adjustments).which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. 2.8

SEC Filings; Financial Statements. (a) Since May 31Envoy has filed various reports, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectusesschedules, forms, reports, certifications, statements and other documents (which are publicly available) with the SEC pursuant to applicable Securities Laws from January 1, 1997 to the date of this Agreement (the "Envoy SEC Documents"), and the Envoy SEC Documents constitute all of the documents required to be have been filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required Envoy pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)Laws for such period. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each case, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company Envoy SEC Documents (i) did not contain complied in all Material respects, with the requirements of the 1933 Act or the 1934 Act, as the case may be, and none of the Envoy SEC Documents contained when filed any untrue statement of a material Material fact or omit omitted, or will omit, to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Except to the extent information contained in any Envoy SEC Document has been revised or superseded by a later filed Envoy SEC Document, none of the Envoy SEC Documents (including any and all financial statements included therein) contains any untrue statement of a Material fact or omits to state a material 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited The consolidated financial statements of Envoy included in the Envoy SEC Documents when filed fairly presented, and Envoy's unaudited consolidated interim financial statements as of and for the twelve (12) month period ended December 31, 1999 (the "Envoy Balance Sheet Date") which are included in Section 5.5 of the Company Envoy Disclosure Letter (the "Envoy Financial Statements") fairly present, the consolidated financial position of Envoy and its consolidated Subsidiaries as at the respective dates thereof and the consolidated Company Subsidiaries included in results of their operations and their consolidated cash flows for the Company SEC Documents, including the related notes respective periods then ended and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance conformity with GAAP (except, in the 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 therein or in the notes thereto orthereto). Since the Envoy Balance Sheet Date, neither Envoy nor Quintiles has made any change in the case accounting practices or policies applied in the preparation of interim its financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)have been required by GAAP.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all All of AMMA’s registration statements, prospectusesproxy statements, formsCertifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents filed by AMMA with the SEC since AMMA’s initial public offering (the “AMMA SEC Documents”) can be obtained on the SEC’s website at wxx.xxx.xxx. All statements, reports, schedules, forms and other documents required to be have been filed by AMMA with the SEC have been so filed on a timely basis or furnished within permissible extension periods. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing), each of the AMMA SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofand, as of the date time they were filed, none of the last such amendment, the Company AMMA SEC Documents (i) did not contain 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 misleading. Since AMMA’s inception, the certifications and statements required by (iiA) complied in all material respects with the applicable requirements of Rule 13a-14 or 15d-14 promulgated under the Exchange Act or and (B) 18 U.S.C. Section 1350 (Section 906 of the Securities Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act and Act) relating to the applicable rules and regulations of the AMMA SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared in accordance were accurate and complete and complied as to form and content with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries applicable Legal Requirements as of the dates date they were filed and for no current or former principal executive officer or principal financial officer of AMMA has failed to make the periods referred Certifications required of him or her. As used in this Article 3, the term “file” and variations thereof shall be broadly construed to therein (except as may include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. AMMA has made available to SCWorx true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and AMMA, on the other, since AMMA’s inception, including all SEC comment letter and responses to such comment letters and responses to such comment letters by or on behalf of AMMA other than such documents that can be indicated obtained on the SEC’s website at wxx.xxx.xxx. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the notes thereto orSEC or NASDAQ with respect to AMMA SEC Documents. To the Knowledge of AMMA, in none of AMMA SEC Documents are the case subject of interim financial statementsongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, for normal and recurring year-end adjustments)including with regards to any accounting practices of AMMA.

SEC Filings; Financial Statements. (a) Since May 31All forms, 2010documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Prospectus, required to have been filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) by the Company has or any of the Company Subsidiaries since January 1, 2024 have been timely filed or otherwise furnished (furnished, as applicable) all registration statements, prospectuses, the case may be. All such forms, documents and reports, certifications, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that the Company may file after the date of this Agreement and prior to the Closing Date), are referred to herein as the “Required Company SEC Documents,” and such Required Company SEC Documents, with any voluntarily filed forms, documents, reports or other documents required document filed by the Company with the SEC on or since January 1, 2024 (excluding, in each case, information explicitly deemed “furnished” rather than “filed”), are referred to be filed herein as the “Company SEC Documents.” As of their respective dates (or, if amended, supplemented or furnished superseded by it under a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Required Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), together with all certifications required pursuant to and the requirements of Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx ActSOX”) and (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case ii) none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act(A) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)any registration statement, or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) Made Available to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary and each of its Subsidiaries with the SECSEC since November 15, as have been supplemented2017, modified or amended since the time of filing, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company, each of its Subsidiaries and their respective Executive Officers with the SEC have been so filed on a timely basis. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the First Merger Effective Time, by the filing or furnishing of the applicable requirements of amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (3) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared in accordance are accurate and complete, and comply as to form and content with GAAP applied on a consistent basis during all applicable Legal Requirements. There are no unresolved comments issued by the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity staff of the SEC with respect to any Company SEC Documents. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the consolidated Company Subsidiaries as SEC or any member of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) transmitted all registration statements, prospectuses, forms, reports, certificationsstatements, statements certifications and other documents (together with all exhibits, amendments and supplements thereto) required to be filed or furnished by it under with the Securities and Exchange Commission (the “SEC”) since January 1, 2010 (all such forms, reports, statements, certificates and other documents filed since January 1, 2010, collectively, the “SEC Reports”). Each of the SEC Reports, when filed (or, with respect to any SEC Reports filed prior to the date hereof, as amended or supplemented prior to the date hereof, if applicable), complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder or the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be, together with all certifications required pursuant to each as in effect on the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)date so filed. As of their respective effective dates (in the case None of the Company SEC Documents that are registration statements Reports contained, when filed pursuant (or, with respect to the requirements of the Securities Act) and as of their respective any SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended Reports filed prior to the date hereof, as amended or supplemented prior to the date hereof, if applicable), any untrue statement of a material fact or 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 light of the circumstances under which they were made, not misleading. Each SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date of the last such amendmentregistration statement became effective, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading.

SEC Filings; Financial Statements. The Company has filed in a timely manner all documents that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934 (a) Since May 31as amended, 2010and including any successor thereto and any rules and regulations promulgated thereunder, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the "Exchange Act") since January 1, as 2001. As of their respective filing dates (or, if amended, when amended), the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since January 1, as have been supplemented, modified or amended since 2001 (the time of filing, collectively, the “Company "SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to Filings") complied with the requirements of the Exchange Act and the Securities Act of 1933 (as amended, and including any successor thereto and any rules and regulations promulgated thereunder, the "Securities Act) and as "). The Company satisfies the registrant requirements for the use of their respective SEC filing dates (in Form S-3 for secondary offerings under the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as Securities Act. None of the date of the last such amendment, the Company SEC Documents (i) did not Filings contain any untrue statement of a material fact or omit to state a material fact facts required to be stated therein or necessary in order to make the statements made thereintherein not misleading. Since January 1, in light of 2001, the circumstances Company has timely filed all documents that it was required to file under which they the Securities Act or the Exchange Act, and all such documents were made, not misleading complete and (ii) complied accurate in all material respects. The consolidated financial statements of the Company included in the SEC Filings (the "Financial Statements") comply in all respects with applicable accounting requirements and with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunderwith respect thereto. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company The Financial Statements”) (A) Statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis during ("GAAP") and fairly present the consolidated financial position of the Company and its subsidiaries at the dates thereof and the results of their operations and cash flows for the periods involved then ended (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for normal and to normal, recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position adjustments and the consolidated results absence of operationscomplete footnotes). Except as and to the extent reflected in the Financial Statements, cash flows the Company and its subsidiaries did not have, as of the respective dates of the Financial Statements, any liabilities or obligations (other than obligations of continued performance under contracts and other commitments and arrangements entered into in the ordinary course of business that are not in the nature of contingent liabilities) which GAAP would require the Company to reflect in the Financial Statements. Except as disclosed in the 2003 SEC Filings, there have not been any changes in stockholders’ equity the assets, liabilities (contingent or otherwise), financial condition or operations of the Company and or any of its subsidiaries from that reflected in the consolidated Company Subsidiaries as Financial Statements for the period ended December 31, 2002, except changes in the ordinary course of business that are consistent with past practices that, individually or in the aggregate, are not material to the financial condition or results of operations of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelyAs used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein during the period commencing December 31, 2014 and ending on the date hereof. As of their respective effective dates (in the case filing dates, true, correct and complete copies of each of the SEC Documents are available on the SEC’s XXXXX system. The Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the requirements of the Securities ActAct and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and as none of their respective SEC filing dates (in the case of all other these Company SEC Documents), or in each casewhen filed, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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, therein in light of the circumstances under which they were mademade not misleading. As of the date of filing, not misleading and the consolidated financial statements contained in the Company SEC Documents: (iii) complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applicable in the United States applied on a consistent basis during throughout the periods involved (covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements, for normal statements may not contain footnotes and recurring are subject to year-end audit adjustments) ; and (Biii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, operations cash flows and the changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)covered thereby.

SEC Filings; Financial Statements. (a) Since May 31, 2010Except as set forth on Schedule 5.12, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements schedules and other documents required to be filed or furnished by it under or any of the Sellers with the SEC since December 31, 2007 (collectively, including any amendments thereto, the “Company SEC Reports”). As of their respective filing dates (or, if amended, as of the date of such amendment), the Company SEC Reports were prepared in accordance with, and complied in all material respects with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents SEC promulgated thereunder, and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, except to the extent corrected by a Company SEC Report filed subsequently (but prior to the date hereof). The Company has made available to Buyer complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. Each of the financial statements (iiincluding the related notes and schedules) complied of the Company included in, or incorporated by reference into, the Company SEC Reports (the “Financial Statements”) complies in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act or SEC with respect thereto, were prepared in accordance with GAAP (except, in the Securities Actcase of unaudited financial statements, as the case may be, the Xxxxxxxx-Xxxxx Act and the permitted by applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries subsidiaries as of the dates thereof and their consolidated results of operations for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited financial statements, for to normal and recurring year-end adjustmentsaudit adjustments and the absence of footnotes). The Sellers have no current intention to correct or restate, and to the Knowledge of the Sellers, there is not any basis to correct or restate any of the Financial Statements other than as set forth on Schedule 5.12. The Sellers have not had any disagreement with any of their auditors regarding material accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date other than as set forth on Schedule 5.12.

SEC Filings; Financial Statements. (a) Since May 31, 2010, Parent has filed and has made available to the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under Parent with the SEC since January 1, 1994 (collectively, the "Parent SEC Reports"). The Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. All (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any related notes thereto) contained in the Company Parent SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have Reports has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) each fairly present presents in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders’ ' equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (indicated, except as may be indicated in that the notes thereto or, in the case of unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments).adjustments which were not or are not expected to be material in amount and the addition of footnotes. Section 3.8 Absence of Certain Changes or Events. Except as set forth in Section 3.8 of the Parent Disclosure Schedule or in the Parent SEC Reports filed with the SEC prior to the date hereof, since January 1, 1996, Parent has conducted its business in the ordinary course and there has not occurred: (i) any Material Adverse Effect; (ii) any amendments or changes in the Certificate of Incorporation or By-Laws of Parent; (iii) any damage to, destruction or loss of any assets of the Parent or any of its subsidiaries (whether or not covered by insurance) that would have a Material Adverse Effect; (iv) any material change by Parent in its accounting methods, principles or practices; (v) any material revaluation by Parent of any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any other action or event that would have required the consent of the Company pursuant to Section 4.3 had such action or event occurred after the date of this Agreement; or (vii) any sale of a material amount of assets of Parent or any of its subsidiaries except in the ordinary course of business. Section 3.9

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company West Coast has timely filed or otherwise furnished (as applicable) will file and has made or will make available to FNB all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under West Coast with the Securities SEC since January 1, 1993 (collectively, the "West Coast SEC Reports"). The West Coast SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the 1933 Act or and the Exchange 1934 Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such West Coast SEC Reports or necessary in order to make the statements made thereinin such West Coast SEC Reports, in light of the circumstances under which they were made, not misleading and (ii) complied except any statement or omission therein which has been corrected or otherwise disclosed or updated in all material respects with the applicable requirements a subsequent West Coast SEC Report). Except for West Coast Subsidiaries that are registered as a broker, dealer or investment advisor, none of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company West Coast's Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. All West Coast has made available to FNB a copy of the audited balance sheets and the related consolidated financial statements and unaudited consolidated interim financial statements of the Company and the income, consolidated Company Subsidiaries included statement of changes in the Company SEC Documents, shareholders' equity (including the related notes and schedules (collectivelyschedules) of its subsidiary banks as of and for the three year period ended December 31, 1995 and consolidated statements or earnings releases for West Coast and its consolidated subsidiaries as of and for the “Company Financial Statements”) (A) three year period ended December 31, 1995 and subsequent interim periods that have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, by or for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries West Coast as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case date of interim financial statements, for normal and recurring year-end adjustments)this Agreement.

SEC Filings; Financial Statements. (a) Since May 31, 2010As of the date hereof, the Company has timely filed or otherwise furnished (as applicable) Made Available to Parent all registration statementsmaterial written correspondence between any of the Acquired Companies on the one hand, prospectusesand the SEC on the other hand, formssince December 31, reports2014. To the Knowledge of the Company, certifications, statements and other documents all Company SEC Documents required to be have been filed or furnished by it the Company or its officers with the SEC since December 31, 2014 have been so filed or furnished on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Securities Exchange Act or the Exchange Act, as the case may be, together with all certifications required pursuant to (and Section 302 of the Xxxxxxxx-Xxxxx Act Act); (ii) Section 906 of 2002 (the “Xxxxxxxx-Xxxxx Act”; and (iii) (such documents and any other documents filed rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or any Company Subsidiary with the SECafter December 31, as have been supplemented, modified or amended since the time of filing, 2014 (collectively, the “Company SEC DocumentsCertifications”). None of the Acquired Companies, other than the Company and any Subsidiary that is registered with the SEC as an investment adviser or broker-dealer, is required to file any documents with the SEC. As of their respective effective dates the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of the any Company SEC Documents Document that are is a registration statements statement filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the effective date of the last such amendment, the Company SEC Documents Document): (iA) did not contain each Company SEC Document complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (B) no Company SEC Document 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading.

SEC Filings; Financial Statements. BEA has delivered to Seller accurate and complete copies of any report, registration statement and definitive proxy statement filed by BEA with the Securities and Exchange Commission (athe "SEC") Since after May 311, 2010, 1999 (the Company has timely "BEA SEC Documents") and will make available to Seller accurate and complete copies of all such reports and registration statements filed or otherwise furnished (as applicable) all registration after the date hereof and prior to the Closing. All statements, prospectuses, forms, reports, certificationsschedules, statements forms and other documents required to be have been filed by BEA with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or furnished superseded by it under a filing prior to the date of this Agreement, then on the date of such filing): (x) each of the BEA SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”y) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company BEA SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and misleading. The consolidated financial statements contained in the BEA SEC Documents: (iix) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”y) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto orto such financial statements and, in the case of interim financial unaudited statements, for as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) audit adjustments which will not, individually or in the aggregate, be material in amount); and (Bz) fairly present present, in all material respects respects, the consolidated financial position position, in all material respects, of BEA and its subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of BEA and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred covered thereby. To the knowledge of senior management of BEA, no material adverse change in BEA's business or financial condition, taken as a whole, has occurred since its most recently filed Form 10-Q, except (i) as disclosed in any BEA SEC Document filed or amended after the date of such Form 10-Q, (ii) as disclosed to therein Seller, or (except as may be indicated iii) for any changes in the notes thereto or, economy in general (or in the case overall industry in which BEA operates) or in any stock market or trading system (including, without limitation, any change in the value of interim financial statements, for normal and recurring year-end adjustmentsany trading indices with respect thereto).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelyAs used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. As of their respective effective dates (in the case of the The Company has filed all SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) as required on a timely basis and as of their respective SEC filing dates (in during the case of all other Company SEC Documents), or in each case, if amended prior to 12 months preceding the date hereof, as of the date of the last such amendment, ; the Company SEC Documents since December 31, 2015 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (ithe “SEC”) did not contain promulgated thereunder; and none of these Company SEC Documents, when filed, 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, therein in light of the circumstances under which they were mademade not misleading. The consolidated financial statements contained in the Company SEC Documents since December 31, not misleading and 2017: (iii) complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (covered, except as may be indicated in the notes thereto or, in the case of interim unaudited statements as permitted by Form 10-Q of the SEC, and except that unaudited financial statements, for normal statements may not contain footnotes and recurring are subject to year-end audit adjustments) ; and (Biii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, operations cash flows and the changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)covered thereby.

SEC Filings; Financial Statements. (a) Since May 31, 2010Except as set forth in Schedule 2.9(a), the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished with the SEC since January 1, 2010, all of which are available to the Purchaser on the website maintained by it under the SEC at xxxx://xxx.xxx.xxx (the “SEC Website”). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein collectively as the “Company SEC Reports”. In addition, all documents filed as exhibits to the Company SEC Reports (“Exhibits”) are available on the SEC Website. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, together with all certifications required pursuant and the rules and regulations of the SEC thereunder applicable to the Xxxxxxxx-Xxxxx Act of 2002 such Company SEC Reports, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (isubsequent filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. The Company is engaged only in the business described in the Company SEC Reports and (ii) complied the Company SEC Reports contain a complete and accurate description in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act Company’s and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)Subsidiary’s business.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicablesubject to 12b-25 filings with respect to certain periodic filings) all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the Securities Act or the Exchange Act, as the case may be, together with all certifications required SEC pursuant to the Xxxxxxxx-Xxxxx reporting requirements of the Exchange Act of 2002 (the “Xxxxxxxx-Xxxxx Act”as hereinafter defined) (such documents all of the foregoing and any all other documents filed by the Company or any Company Subsidiary with the SECSEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). The SEC Filings are available to the Buyers via the SEC’s XXXXX system. As of their respective effective dates (dates, the SEC Filings complied in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Securities Act) Exchange Act and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as rules and regulations of the date SEC promulgated thereunder, and none of the last such amendmentSEC Filings, at the Company SEC Documents (i) did not contain time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading misleading. As of their respective dates, the financial statements of the Company included in the Company’s SEC Filings with the SEC (the “Financial Statements”) for the year ended November 30, 2007 and the period from May 3, 2006 (iidate of inception) to November 30, 2006 and any subsequent interim period complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunderwith respect thereto. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated Such financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto orthereto, or (ii) in the case of unaudited interim financial statements, for normal to the extent they may exclude footnotes or may be condensed or summary statements), and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. The Company has made all filings required to be made with the Securities and Exchange Commission (the "SEC") since December 31, 1995 and has delivered or made available to the Parent or the Operating Partnership correct and complete copies of the Company's (a) Since May Annual Reports on Form 10-K for the years ended December 31, 20101995 and December 31, 1996 (together, the Company has timely "COMPANY 10-K'S"), as filed or otherwise furnished with the SEC and (as applicableb) all registration statements, prospectuses, forms, other reports, certifications, statements and other documents required to be filed or furnished by it under registration statements (including Quarterly Reports on Form 10-Q (collectively, the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx"COMPANY 10-Xxxxx Act of 2002 (the “XxxxxxxxQ'S") and Current Reports on Form 8-Xxxxx Act”K) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since December 31, 1995 (the items identified in clauses (a) and (b) (in each case including all exhibits and schedules thereto and documents incorporated by reference therein) being referred to collectively as have been supplemented, modified or amended since the time of filing, collectively, the “Company "COMPANY SEC Documents”29 20 FILINGS"). As of their respective effective dates (in the case of dates, the Company SEC Documents that are registration statements filed pursuant to Filings, taken together with all amendments thereto, comply in all material respects with the applicable requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did Exchange Act and the rules and regulations thereunder and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. The consolidated financial statements of the Exchange Act Company included or incorporated by reference in the Securities ActCompany 10-K's and the Company 10-Q's (a) were prepared in accordance with generally accepted accounting principles in effect during the periods involved (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q under the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim to such financial statements, for normal and recurring year-end adjustments) and (Bb) fairly present in all material respects the consolidated financial position of the Company at the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the respective periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, for to normal and recurring year-end audit adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, Each of Seller and the Company has timely filed or otherwise furnished (as applicable) all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents required to be filed or furnished by it Seller and the Company under the Securities Act or and the Exchange Act, as the case may be, together with all certifications required including pursuant to Section 13(a) or 15(d) thereof, for the Xxxxxxxx-Xxxxx Act of 2002 24 months preceding the date hereof (the “Xxxxxxxx-Xxxxx Act”) (or such documents and any shorter period as such party was required by law or regulation to file such material, as applicable); provided that no representations or warranties are being made with respect to Seller’s subsidiaries other documents filed by than the Company or any Company Subsidiary with and the SEC, as have been supplemented, modified or amended since the time Company’s consolidated subsidiaries. As of filing, collectivelytheir respective dates, the “Company Seller SEC Documents”Filings (solely as they relate to the Company). As of their respective effective dates (dates, the Seller SEC Filings complied in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Securities Act and the Exchange Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as applicable, and none of the date of the last such amendmentSeller SEC Filings, the Company SEC Documents (i) did not contain when filed, 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim The financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Agora Registration Statement (collectively, the “Company Financial Statements”) (A) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing, except as set forth in Section 3.06 of the Disclosure Schedules. Such Company Financial Statements have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, except as set forth in Section 3.06 of the Disclosure Schedules, and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of interim financial unaudited statements, for normal and recurring to normal, immaterial, year-end audit adjustments) and (B) fairly present in all material respects . The Company Financial Statements do not reflect any transactions which are not bona fide transactions. In addition, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity balance sheet of the Company as of March 31, 2022 has been made available to the Buyer and the consolidated Company Subsidiaries as of the dates and for the periods date thereof is referred to therein (except herein as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)“Balance Sheet Date”.

SEC Filings; Financial Statements. (a) Since May 31November 11, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (BC) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Parent has timely filed or otherwise and furnished (as applicable) with the SEC all registration statements, prospectuses, forms, reports, certifications, statements prospectuses, proxy statements, schedules, statements, and other documents required to be filed or furnished by it since October 1, 2019 under the Securities Act or Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed or furnished on a voluntary basis on Form 8-K by Parent with the SEC since such date are herein collectively referred to as the case may be“SEC Filings.” The SEC Filings, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since at the time filed, complied as to form in all material respects with applicable requirements of filing, collectively, the “Company SEC Documents”)federal securities laws. As of their respective effective dates (in the case None of the Company SEC Documents that are registration Filings, including any financial statements filed pursuant to or schedules included therein, at the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)time filed, or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading and (ii) complied misleading. All Parent Material Contracts have been included in all material respects with the applicable requirements of SEC Filings, except for those contracts not required to be filed pursuant to the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited The consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, (including the all related notes and schedules schedules) of Parent included in (a) Parent's annual report on Form 10-K filed December 22, 2020, for the fiscal year ended September 30, 2020 (including the notes thereto), and (b) Parent's quarterly report on Form 10-Q for the period ended December 31, 2020 (collectively, the “Company Parent Financial Statements”), fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including any notes thereto) (A) have been prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since April 30, 1995 (the "Company SEC Reports"). The Company SEC Reports (i) were each prepared in accordance with, and at the time of filing complied in all material respects with, the requirements of the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be, together with all certifications required pursuant to and (ii) except as disclosed in Section 3.08 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECDisclosure Schedule, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements they were filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of Xxxxx or the Company Company's other Subsidiaries is required to file any forms, reports or other documents with the SEC. All Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any related notes thereto) contained in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have Reports has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), and each presents fairly the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the case of periods indicated, except that the unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments. Except as would not have a Material Adverse Effect, and except for (i) and liabilities reflected in the Company SEC Reports or in Schedule 3.08 of the Disclosure Schedule, (Bii) fairly present liabilities incurred in all material respects the consolidated financial position and the consolidated results ordinary course of operations, cash flows and changes in stockholders’ equity business of the Company and its Subsidiaries subsequent to Xxxxx 00, 0000, (xxx) liabilities incurred with respect to the consolidated Mortgage Refinancing and (iv) liabilities incurred with respect to the Equipment Debt Refinancing, the Company and its Subsidiaries have no liabilities that are material to the Company and its Subsidiaries, taken as a whole, and there is no existing condition or set of the dates and for the periods referred circumstances that could reasonably be expected to therein (except as may be indicated result in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)any such liability.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelyAs used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. As of their respective effective dates (in the case of the The Company has filed all SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) as required on a timely basis and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendmentdates, the Company SEC Documents since December 31, 2015 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (ithe “SEC”) did not contain promulgated thereunder, and none of these Company SEC Documents, when filed, 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, therein in light of the circumstances under which they were mademade not misleading. The consolidated financial statements contained in the Company SEC Documents since December 31, not misleading and 2015: (iii) complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (covered, except as may be indicated in the notes thereto or, in the case of interim unaudited statements as permitted by Form 10-Q of the SEC, and except that unaudited financial statements, for normal statements may not contain footnotes and recurring are subject to year-end audit adjustments) ; and (Biii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, operations cash flows and the changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)covered thereby.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102017, the Company has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed or furnished by the Company or any Company Subsidiary with the SECSEC since January 1, 2017, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to the Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied complied, as of such date, as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Securities Xxxxxxxx-Xxxxx Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderthereunder and the listing and corporate governance rules and regulations of the NYSE, provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of the Company Company’s Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. All As of the audited consolidated financial statements and unaudited consolidated interim financial statements date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company and the consolidated or any Company Subsidiaries included in Subsidiary relating to the Company SEC Documents, including . To the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity Knowledge of the Company and the consolidated Company Subsidiaries as of the dates and for date hereof, none of the periods referred to therein (except as may be indicated in Company SEC Documents is the notes thereto or, in the case subject of interim financial statements, for normal and recurring year-end adjustments)ongoing SEC review or outstanding SEC investigation.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102012, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to the Company SEC Documents filed or furnished after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderSEC. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (BC) fairly present or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)therein.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished (as applicable) with the SEC by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) Company (such documents and any other documents filed by the Company or any Company Subsidiary furnished with the SEC, as have been supplemented, modified or amended since SEC after the time date of filing, collectivelythis Agreement, the “Company SEC Documents”). As of their respective effective dates (in the case of dates, the Company SEC Documents that are registration statements complied, or if filed pursuant or furnished subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act) , the Exchange Act and the Xxxxxxxx-Xxxxx Act, as of their respective SEC filing dates (in the case may be, and the rules and regulations of all other the SEC promulgated thereunder applicable to such Company SEC Documents), or in each case, if amended prior . Except to the date hereofextent that information contained in any Company SEC Document has been revised, as amended, modified or superseded by a later filed Company SEC Document, (i) none of the date of the last such amendment, the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) did any Company SEC Document filed or furnished with the SEC subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading.

SEC Filings; Financial Statements. (a) Since May 31, 2010, Each of Parent and the Company Parent Subsidiaries has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since June 17, 2005 (the “Parent SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the case may bedate so filed, together except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”). Notwithstanding the foregoing, the report on Form 10-Q to be filed with the SEC on November 14, 2005 shall be deemed, for all purposes under this Agreement, a “Parent Filed SEC Report”. None of the Parent SEC Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Parent SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. The principal executive officer of Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have made the certifications required pursuant to by Sections 302 and 906 of, and Parent has complied in all material respects with, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderpromulgated thereunder with respect to Parent’s filings pursuant to the Exchange Act. None For purposes of the Company Subsidiaries is required preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included such terms in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring yearXxxxxxxx-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).Xxxxx Act..

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 be (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates Each SEC Filing, as amended or supplemented, if applicable, (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Acti) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, complied in all material respects with the Company applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC Documents thereunder, applicable to such SEC Filing, and (iii) did not not, at the time it was filed (or at the time it became effective in the case of registration statements), or, if amended, as of the date of the last such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (iimisleading. The Company has never been an issuer subject to Rule 144(i) complied in all material respects with the applicable requirements of the Exchange Act or under the Securities Act, as . As of the case may beInitial Closing, the Xxxxxxxx-Xxxxx Act and Company meets the applicable rules and regulations “Registrant Requirements” for eligibility to use Form S-3 set forth in General Instruction I.A to Form S-3. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Filings and, to the Company’s knowledge, none of the SEC thereunder. None Filings is the subject of the Company Subsidiaries is required to file any formsongoing SEC review, reports outstanding SEC comment or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company outstanding SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)investigation.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed Made Available (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with, and all Company Certifications (as defined below) filed or any furnished by the Company Subsidiary with or to, the SECSEC since January 1, as have been supplemented2004, modified or amended since the time of filing, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC since January 1, 2004 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of their respective effective dates the time it was filed with or furnished to the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and (ii) complied in all material respects with misleading, except to the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) extent corrected: (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statementsCompany SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, for normal and recurring year-end adjustments) by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statementsCompany SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Closing, for normal and recurring year-end adjustments)by the filing or furnishing of the applicable amending or superseding Company SEC Document.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company SEC Filings. Parent has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, certificationsschedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC since February 1, 2003. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s XXXXX database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, together with all certifications required pursuant and the rules and regulations of the SEC thereunder applicable to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since Parent SEC Reports. The Parent SEC Reports did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. All Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the audited consolidated financial statements and unaudited consolidated interim financial statements date hereof, there are no unresolved comments issued by the staff of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity respect to any of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)Parent SEC Reports.

SEC Filings; Financial Statements. (a) Since May 31November 30, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange ActAct prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all registration statements, prospectuses, forms, reports, certifications, statements and other documents with the SEC that are required to be filed by it under the Securities Act or the Exchange Act prior to such time, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (all such documents forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company or any Company Subsidiary with the SECSEC at or prior to the Effective Time that are not required to be so filed or furnished, and as the same have been supplemented, modified or amended since the time of filingfiling prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied (or with respect to Company SEC Documents filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the applicable requirements of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries that have been or will be, as the case may be, included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects or will present in all material respects, as the case may be, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Seagate has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished with the SEC since July 3, 1998, and has made available (through on-line databases) to Veritas such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including all exhibits and schedules thereto and all documents incorporated by it under reference therein) are referred to herein as the "SEAGATE SEC REPORTS." As of their respective dates, the Seagate SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as and the case may berules and regulations of the SEC promulgated thereunder, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company each such Seagate SEC Documents”). As of their respective effective dates Report was filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. All Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been made available to Veritas prior to the date of this Agreement), none of the audited consolidated financial statements Seagate SEC Reports filed by Seagate since July 3, 1999 and unaudited consolidated interim financial statements prior to the date of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules this Agreement (collectively, the “Company Financial Statements”"RECENT SEC REPORTS") (A) contains any untrue statement of a material fact or omits to state 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. The consolidated financial statements of Seagate included in all Seagate SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly 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 notes thereto orthereto) and fairly present the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of interim financial unaudited quarterly statements, for to normal and recurring year-end audit adjustments) and ). Except as reflected in the most recent consolidated balance sheet of Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (B) fairly present in all material respects such consolidated balance sheet being referred to herein as the consolidated financial position "CURRENT SEAGATE BALANCE SHEET" and the consolidated results of operationsdate thereof being referred to herein as the "CURRENT BALANCE SHEET DATE"), cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates Current Balance Sheet Date, neither Seagate nor any of its Subsidiaries had, and for the periods referred to therein since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (except as may be indicated whether accrued, absolute, contingent or otherwise) which, individually or in the notes thereto oraggregate, in the case of interim financial statements, for normal and recurring year-end adjustments)would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed delivered or otherwise furnished Made Available (as applicableor made available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since January 1, as have been supplemented2010, modified or amended since the time of filing, including all amendments thereto (collectively, the “Company SEC Documents”). Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements of amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in accordance with GAAP applied on this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a consistent basis during document or information is filed, furnished, submitted, supplied or otherwise made available to the periods involved (except as may be indicated in the notes thereto or, in the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (furnished, as applicable) the case may be, all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with or furnished to the SEC by it under the Company since January 1, 2011 (the “Applicable Date”) pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, each as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to effect on the date hereof, as of the date of the last such amendment, the Company SEC Documents so filed or effective and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein its filing date or effective date (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsapplicable).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed delivered or otherwise furnished Made Available (as applicableor made available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since July 1, as have been supplemented2006, modified or amended since the time of filing, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements of amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in accordance with GAAP applied on Sections 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a consistent basis during document or information is filed, furnished, submitted, supplied or otherwise made available to the periods involved (except as may be indicated in the notes thereto or, in the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102014, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or or, in each case, if amended prior to the date hereofof this Agreement, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in a manner consistent with the books and records of the Company and the Company Subsidiaries, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments), (C) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (BD) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Since January 3, 2015, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of the Company and the Company Subsidiaries that provide a basis for the financial statements of such entities, have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102008, the Company has timely filed with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filingfiling and including all schedules, exhibits and other information incorporated by reference therein, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case All of the Company SEC Documents that are registration statements have been timely filed pursuant or furnished to the requirements of the Securities Act) and as SEC. As of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to since the date hereoftime of filing, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (ia) did not contain at the time each such document was filed contain, and in the case of filings made after the date hereof, will not contain, any untrue statement of a material fact or omit omit, and in the case of filings made after the date hereof, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (iib) complied complied, and in the case of filings made after the date hereof, will comply, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the XxxxxxxxSxxxxxxx-Xxxxx Act and Act, each in effect on the applicable rules and regulations of the SEC thereunderdate each such document was filed. None of the Company Subsidiaries is currently required to file any forms, registration statements, prospectuses, reports or other documents with the SECSEC by law or by contract. All of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules included, or incorporated by reference, in the Company SEC Documents (collectively, the “Company Financial Statements”) (Ai) complied or, in the case of Company Financial Statements filed after the date hereof, will comply as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared or, in the case of Company Financial Statements filed after the date hereof, will be prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act and that were not or are not expected to be material in nature) and (Biii) fairly present present, or, in the case of Company Financial Statements filed after the date hereof, will fairly present, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ common stock equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orexcept, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act and that were not or are not expected to be material in nature).

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102016, the Company has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed or furnished by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to the Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Securities Xxxxxxxx-Xxxxx Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderthereunder and the listing and corporate governance rules and regulations of NASDAQ. None of the Company Company’s Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. All As of the audited consolidated financial statements and unaudited consolidated interim financial statements date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company and the consolidated or any Company Subsidiaries included in Subsidiary relating to the Company SEC Documents. To the Knowledge of the Company, including as of the related notes and schedules (collectivelydate hereof, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity none of the Company and SEC Documents is the consolidated Company Subsidiaries as subject of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)ongoing SEC review or outstanding SEC investigation.

SEC Filings; Financial Statements. (aA) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicablerequired or permitted) all registration statements, prospectuses, forms, reports, certificationsschedules, proxy statements, registration statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since January 1, as have been supplemented, modified or amended since 2003 (the time of filing, collectively, the “"Company SEC Documents”"). As of their respective the time it became effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant with respect to the requirements of filings made under the Securities Act) and as of their respective the time it was filed with or furnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) (or, with respect to filings made under the Exchange Act and amended or superseded by a filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofof this Agreement, as of then on the date of the last filing or furnishing of such amendmentamendment or, with respect to an amendment to a proxy statement, on the date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (ias the case may be); and (ii) the Company SEC Documents did not (and with respect to Company SEC Documents filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and (ii) complied in relating to the Company SEC Documents, together with all material respects with the applicable requirements written responses of the Exchange Act Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or unresolved comments in such comment letters received by the Securities ActCompany from the SEC. As of the date of this Agreement, as to the case may be, knowledge of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations Company none of the SEC thereunderDocuments is the subject of any ongoing review by the SEC. None of the No Company Subsidiaries is Subsidiary is, or has ever been, required to file any formsreports, reports schedules, proxy statements, registration statements or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31SEC Filings. Parent has filed all required registration statements, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration proxy statements, prospectuses, forms, reports, certificationsschedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC since April 1, 2008. Parent has made available to Company all such registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s XXXXX database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, together and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. All Parent SEC Reports (x) were filed on a timely basis (subject to compliance with Rule 12b-25 under the Exchange Act), (y) at the time filed, were prepared in compliance in all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary material respects with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the applicable requirements of the Securities Act and the Exchange Act) and , as of their respective SEC filing dates (in the case of all other Company SEC Documents)may be, or in each case, if amended prior to and the date hereof, as rules and regulations of the date of the last SEC thereunder applicable to such amendmentParent SEC Reports, the Company SEC Documents and (iz) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (iimisleading. None of Parent’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) complied in all material respects with the applicable requirements of the Exchange Act or Act. Parent has heretofore made available to Company true, complete and correct copies of all exhibits filed and all material correspondence with the Securities ActSEC since April 1, as 2008 that are not publicly available through the case may beSEC’s XXXXX database. As of the date hereof, there are no unresolved comments issued by the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations staff of the SEC thereunder. None with respect to any of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company Parent SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)Reports.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration statements, prospectuses, forms, reportsstatements, certifications, statements reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2015 (the forms, statements, reports and documents filed or the Exchange Actfurnished since January 1, as the case may be, together with all certifications required pursuant 2015 and those filed or furnished subsequent to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and date hereof, including any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelyamendments thereto, the “Company SEC DocumentsReports”). Each of the Company SEC Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, or, if not yet filed or furnished, will to the Knowledge of the Company comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereof, as of the date of the last such amendment), the Company SEC Documents (i) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC DocumentsReports filed or furnished with the SEC subsequent to the date hereof will not to the Company’s knowledge, including contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orstatements made therein, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity light of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated circumstances in the notes thereto orwhich they were made, in the case of interim financial statements, for normal and recurring year-end adjustments)not misleading.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Acquiror has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reportsreports and documents, certificationsincluding any exhibits thereto, statements and other documents required to be filed or furnished by it under with the Securities Act or and Exchange Commission (the “SEC”) pursuant to the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the filing of Acquiror’s registration statement on Form S-1 filed with the SEC on March 9, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SEC Reports”). Acquiror has furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Acquiror with the SEC and are currently in effect. As of their respective dates, the Acquiror SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, as have been supplementedand did not, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. Each director and (ii) complied in all material respects executive officer of Acquiror has filed with the applicable requirements SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of thereunder. As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)NYSE.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102014, the Company has filed on a timely filed or otherwise furnished (as applicable) basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to the SEC by it under the Company (such documents, together with any documents filed with or furnished to the SEC after the date of this Agreement, the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied, or if filed or furnished subsequent to the date of this Agreement, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or extent that information contained in any Company Subsidiary with the SECSEC Document has been revised, as have been supplementedamended, modified or amended since the time of filing, collectively, the “superseded by a later filed Company SEC Documents”Document (prior to the date of this Agreement). As of their respective effective dates (in the case , none of the Company SEC Documents that are registration statements when filed pursuant or furnished contained, and any Company SEC Document filed with or furnished to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior subsequent to the date hereofof this Agreement will not contain, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state omission of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. The Company will file prior to the Effective Time all reports, schedules, forms, statements and (ii) complied in all material respects other documents required to be filed or furnished by it with the applicable requirements of SEC prior to such time. To the Exchange Act or extent not available on the Securities Act, as the case may beSEC website, the Xxxxxxxx-Xxxxx Act Company has delivered to Parent complete and the applicable rules and regulations of the SEC thereunder. None correct copies of the Company Subsidiaries SEC Documents. No other Acquired Company is required to file any forms, reports reports, statements, schedules or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102008, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or Company, any Company Subsidiary or CPS with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries or CPS is currently required to file any forms, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (BC) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)therein.

SEC Filings; Financial Statements. The Parent has made all filings required to be made with the SEC since December 31, 1996 and has delivered or made available to the Company correct and complete copies of its (a) Since May Annual Report on Form 10-K for the year ended December 31, 2010, 1996 (the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act"PARENT 10-K"), as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented(b) proxy statements relating to all of the Parent's meetings of shareholders (whether annual or special) since December 31, modified or amended since the time of filing1996 and (c) all other reports, statements and registration statements (including Quarterly Reports on Form 10-Q (collectively, the “Company "PARENT 10-Q'S") and Current Reports on Form 8-K) filed 48 39 by the Parent with the SEC Documents”since December 31, 1996 (the items identified in clauses (a), (b) and (c) (in each case including all exhibits and schedules thereto and documents incorporated by reference therein) being referred to collectively as the "PARENT SEC FILINGS"). As of their respective effective dates (dates, the Parent SEC Filings, taken together with all amendments thereto, comply in all material respects with the case of the Company SEC Documents that are registration statements filed pursuant to the applicable requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did Exchange Act and the rules and regulations thereunder and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited The consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent included or incorporated by reference in the Parent 10-K and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Parent 10-Q's (collectively, the “Company Financial Statements”) (Aa) have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles in effect during the periods involved (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q under the rules and regulations of the SEC) (except as may be indicated in the notes thereto or, in the case of interim to such financial statements, for normal and recurring year-end adjustments) and (Bb) fairly present in all material respects the consolidated financial position of the Parent and the Operating Partnership at the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the respective periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Buyer has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements schedules and other documents required to be filed or furnished by it under or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, including any amendments thereto, the “Buyer SEC Reports”). As of their respective filing dates (or, if amended, as of the date of such amendment), Buyer SEC Reports were prepared in accordance with, and complied in all material respects with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case regulations of the Company SEC Documents that are registration statements filed pursuant to the requirements promulgated thereunder, and none of the Securities Act) and as of their respective Buyer SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading, except to the extent corrected by a Buyer SEC Report filed subsequently (but prior to the date hereof). Buyer has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by Buyer with the SEC but which are required to be filed. Buyer has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Buyer and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of Buyer. To the knowledge of Buyer, as of the date hereof, none of Buyer SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the financial statements (iiincluding the related notes and schedules) complied of Buyer included in, or incorporated by reference into, Buyer SEC Reports (the “Buyer Financials”) complies in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act or SEC with respect thereto, were prepared in accordance with GAAP (except, in the Securities Actcase of unaudited financial statements, as the case may be, the Xxxxxxxx-Xxxxx Act and the permitted by applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) fairly present in all material respects the consolidated financial position of Buyer and the its consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates thereof and their consolidated results of operations for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited financial statements, for to normal and recurring year-end adjustmentsaudit adjustments and the absence of footnotes). Buyer has no current intention to correct or restate, and to the knowledge of Buyer, there is not any basis to correct or restate any of Buyer Financials. Buyer has not had any disagreements with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed Made Available (or otherwise furnished (as applicablemade available on the SEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC between December 31, as have been supplemented2019 and, modified or amended solely for purposes of this sentence, the date of this Agreement (and for all other purposes under this Agreement since the time of filingDecember 31, 2019), including all amendments thereto since December 31, 2019 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since December 31, 2019 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained 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 made therein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in all material respects with the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or the Securities Act, as the case may be, ; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Act); or (C) any other rule or regulation promulgated by the SEC thereunder. None of the Company Subsidiaries is required or applicable to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial StatementsCertifications”) (A) have been prepared is accurate and complete in accordance with GAAP applied on a consistent basis during the periods involved (except all material respects, and complies as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present to form in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated with all applicable Legal Requirements. As used in the notes thereto orintroduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the case SEC or any member of interim financial statements, for normal and recurring year-end adjustments)its staff.

SEC Filings; Financial Statements. (a) Since May 31Beneficiary has made available to Contributors, 2010or the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the Company has timely filed or otherwise furnished (as applicable) SEC contains in a publicly available format, accurate and complete copies of all registration statements, prospectuses, formsdefinitive proxy statements and other statements, reports, certificationsschedules, statements forms and other documents (and all amendments or supplements thereto excluding exhibits thereto) filed or furnished by Beneficiary with the SEC (the “Beneficiary SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed or furnished by Beneficiary with the SEC have been so filed or furnished. As of the time it under was filed with or furnished to the SEC (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Beneficiary SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company Beneficiary SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 and (ii) complied in all material respects with the applicable requirements misleading. Each of the certifications and statements relating to the Beneficiary SEC Documents required by: (1) Rule 13a-14 or 15d-14 under the Exchange Act Act; or the Securities Act, as the case may be, (2) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules 2002) (collectively, the “Company Financial StatementsBeneficiary Certifications”) (A) have been prepared was accurate and complete, and complied as to form and content with all applicable legal requirements in accordance effect at the time such Beneficiary Certification was filed with GAAP applied on a consistent basis during or furnished to the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicableafter giving effect to any extended time for filing under Rule 12b-25 under the Exchange Act) all registration statements, prospectuses, forms, reports, certificationsdocuments, proxy statements and other documents exhibits required to be filed or furnished with the SEC since October 29, 2005 (collectively, the “Company SEC Reports”; provided, however, that the term Company SEC Reports shall be deemed to refer to the Draft Company 2008 Form 10-K and not to the Form 10-K actually filed by it under the Company with the SEC after the date hereof). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, together with all certifications required pursuant as in effect at the time they were filed (or, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case, of the Draft Company 2008 Form 10-K, on the date of preparation and delivery to Parent, and, in the case of any Company SEC Report amended or superseded by a filing prior to the Xxxxxxxx-Xxxxx Act date of 2002 the Agreement, then on the date of such amending or superseding filing) and (ii) did not at the “Xxxxxxxx-Xxxxx Act”) time they were filed (such documents and but after giving effect to any other documents amendments thereto filed by the Company prior to the date hereof), or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (prepared and delivered to Parent in the case of the Draft Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) Form 10-K, and do not, as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseamended and supplemented, if amended prior to the date hereofapplicable, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries is required to file any formsform, reports report, proxy statement or other documents document with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, Parent has delivered (or made available on the SEC website) to the Company has timely filed or otherwise furnished (as applicable) accurate and complete copies of all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents filed by Parent with, and all Parent Certifications (as defined below) filed or furnished by Parent with or to, the SEC since January 1, 2002, including all amendments thereto (collectively, the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed or furnished by Parent with or to the SEC since January 1, 2002 have been so filed or furnished on a timely basis. None of Parent's Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it under was filed with or furnished to the SEC: (i) each of the Parent 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, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (iiB) complied in all material respects with the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable requirements amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Parent SEC Documents required by Rule 13a-14 under the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”"Parent Certifications") (A) have been prepared is accurate and complete, and complied as to form and content with all applicable Laws in accordance effect at the time each such Parent Certification was filed with GAAP applied on a consistent basis during or furnished to the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102013, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the The Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act(i) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended by a filing prior to the date hereofof this Agreement, as of the date of the last such amendment, the did not (or with respect to Company SEC Documents (ifiled after the date hereof, will not) did not contain any untrue statement of a any 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 light of the circumstances under which they were made, not misleading and (ii) as of their respective filing dates, and if amended, as of the date of such amendment, complied with (or with respect to Company SEC Documents filed after the date hereof, will comply with) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None No executive officer of the Company Subsidiaries has failed in any respect to make the certification required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. No Company Subsidiary is separately required to file any formsregistration statement, reports prospectus, form, report, proxy statement, schedule, statement or other documents document with the SEC. All The Company has provided to Parent and the Purchaser true and complete copies of the audited consolidated financial statements and unaudited consolidated interim financial statements all of any schedule, annex, exhibit or other attachment to or of, or any amendment or modification to, any Contract of the Company and the consolidated or any Company Subsidiaries included in Subsidiary that has previously been filed by the Company with the SEC Documentsand is currently in effect, including to the related notes and schedules (collectivelyextent such schedule, the “Company Financial Statements”) (A) have annex, exhibit, other attachment, amendment or modification has not been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of filed by the Company and with the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC.

SEC Filings; Financial Statements. (a) Since May 31, 2010, The Parent has Made Available (or made available on the Company has timely filed or otherwise furnished (as applicableSEC website) to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by Parent with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Parent SEC Documents”). All statements, reports, certificationsschedules, statements forms, exhibits and other documents required to be have been filed by Parent or furnished its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Parent’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain 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 misleading. Each of the certifications and statements relating to the Parent SEC Documents required by: (iiA) complied Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in all material respects Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Exchange Securities Act or the Securities Act, Exchange Act (as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Parent has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration statements, prospectuses, forms, reportsstatements, certifications, statements reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since April 16, 2015 (the forms, statements, reports and documents filed or furnished since April 16, 2015 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Parent SEC Reports”). Each of the Parent SEC Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports, or, if not yet filed or furnished, will to the Knowledge of Parent comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 2002 (and the “Xxxxxxxx-Xxxxx Act”) (such documents , and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company Parent SEC Documents”)Reports. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereof, as of the date of the last such amendment), the Company Parent SEC Documents (i) Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading, and (ii) complied in all material respects any Parent SEC Reports filed or furnished with the applicable requirements SEC subsequent to the date hereof will not to Parent’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the Exchange Act or the Securities Actcircumstances in which they were made, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)not misleading.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company Seller has timely filed with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary Seller with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company Seller SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended since the time of filing and prior to the date hereof, as of the date of the last most recent such supplement, modification or amendment, the Company Seller SEC Documents (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the Sarbanes Oxley Act, each as in effect on the date each such document was filed. The Seller Financial Statements (i) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (Aii) have been prepared in accordance with GAAP (as in effect in the United States on the date of such Seller Financial Statements) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act) and (Biii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ common stock equity of the Company Seller and the its consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orexcept, in the case of interim financial statements, for normal and recurring yearyearend adjustments and as may be permitted by the SEC on Form 10-end adjustmentsQ or Form 8-K under the Exchange Act).

SEC Filings; Financial Statements. (a) Since May 31August 7, 20102013, the Company has timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 from and after August 7, 2013 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates Each SEC Filing, as amended or supplemented if applicable, (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Acti) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, complied in all material respects with the Company applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC Documents thereunder, applicable to such SEC Filing, and (iii) did not not, at the time it was filed (or became effective in the case of registration statements), or, if amended, as of the date of the last such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Securities ActSEC staff with respect to SEC Filings and, as to the case may beCompany’s knowledge, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations none of the SEC thereunderFilings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of To the extent not publicly available, the Company Subsidiaries is required has made available to file any formsthe Subscribers complete and accurate copies of all reports, reports or documents, claims, notices, filings, minutes, transcripts, recordings and other documents with material correspondence between the Company, on the one hand, and the SEC. All of , on the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documentsother hand, including the related notes and schedules (collectivelysince January 1, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)2012.

SEC Filings; Financial Statements. (a) Since May 31Kitara has made available to Health Guru a correct and complete copy of each report, 2010schedule, the Company has timely form registration statement and definitive proxy statement filed or otherwise furnished by Kitara with the SEC (as applicable) the “Kitara SEC Reports”), which are all registration statements, prospectuses, the forms, reports, certifications, statements schedule reports and other documents required to be filed or furnished by it under Kitara with the SEC prior to the date of this Agreement and those required to be filed or furnished subsequent to the date of this Agreement. Except as set forth on Schedule 3.3, all Kitara SEC Reports required to be filed or furnished by Kitara during the last two fiscal years and the interim period prior to the date of this Agreement were filed or furnished in a timely manner. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Kitara SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC), as have been supplementedthe case may be, modified or amended since and the rules and regulations of the SEC thereunder applicable to such Kitara SEC Reports, and (ii) did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of the last such amendment, the Company SEC Documents (ifiling and as so amended or superseded) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied misleading. Except to the extent set forth in all material respects with the applicable requirements of the Exchange Act this Article III, Kitara makes no representation or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the warranty whatsoever concerning any Kitara SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries Report as of any time other than the dates and for the periods referred date or period with respect to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)which it was filed.

SEC Filings; Financial Statements. (a) Since May 31, 2010, Apricus has delivered to the Company has timely filed or otherwise furnished (as applicable) accurate and complete copies of all registration statements, prospectusesproxy statements, formsCertifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents filed by Apricus with the SEC since January 1, 2018 (the “Apricus SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. Except as set forth on Section 3.7(a) of the Apricus Disclosure Schedule, all material statements, reports, schedules, forms and other documents required to be have been filed by Apricus or furnished its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing), each of the Apricus SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofand, as of the date time they were filed, none of the last such amendment, the Company Apricus SEC Documents (i) did not contain 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 light of the circumstances under which they were made, not misleading misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Apricus SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. 35 Exhibit 2.1 (b) The financial statements (including any related notes) contained or incorporated by reference in the Apricus SEC Documents: (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of interim unaudited financial statements, for except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsadjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of Apricus as of the respective dates thereof and the results of operations and cash flows of Apricus for the periods covered thereby. Other than as expressly disclosed in the Apricus SEC Documents filed prior to the date hereof, there has been no material change in Apricus’ accounting methods or principles that would be required to be disclosed in Apricus’ financial statements in accordance with GAAP. The books of account and other financial records of Apricus and each of its Subsidiaries are true and complete in all material respects. (c) Apricus’ independent registered accounting firm has at all times since the date Apricus become subject to the applicable provisions of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) to the Knowledge of Apricus, “independent” with respect to Apricus within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Apricus, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Except as set forth on Section 3.7(d) of the Apricus Disclosure Schedule, Apricus has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Apricus Common Stock on Nasdaq. Apricus has not disclosed any unresolved comments in the Apricus SEC Documents. (e) Since January 1, 2015, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Apricus, the Apricus Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act. (f) Except as set forth in Section 3.7(f) of the Apricus Disclosure Schedule, Apricus is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Nasdaq. (g) Apricus maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Apricus maintains records that in 36 Exhibit 2.1 reasonable detail accurately and fairly reflect Apricus’ transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Apricus Board, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Apricus’ assets that could have a material effect on Apricus’ financial statements. Apricus has evaluated the effectiveness of Apricus’ internal control over financial reporting as of December 31, 2017, and, to the extent required by applicable Law, presented in any applicable Apricus SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Apricus has disclosed to Apricus’ independent registered accounting firm and the Audit Committee of the Apricus Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Apricus’ ability to record, process, summarize and report financial information and (B) fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in Apricus’ internal control over financial reporting. Apricus has not identified any material weaknesses in the design or operation of Apricus’ internal control over financial reporting. (h) Apricus’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all material respects information (both financial and non-financial) required to be disclosed by Apricus in the consolidated financial position reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Apricus’ management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications. 3.8 Absence of Changes. Except as set forth on Section 3.8 of the Apricus Disclosure Schedule, between December 31, 2017 and the consolidated results date of operationsthis Agreement, cash flows Apricus has conducted its business only in the Ordinary Course of Business (except for the execution and changes in stockholders’ equity performance of the Company this Agreement and the consolidated Company Subsidiaries as of the dates discussions, negotiations and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal transactions related thereto) and recurring year-end adjustments).there has not been any Apricus Material Adverse Effect. 3.9

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102014, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since such date, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderpromulgated thereunder and the listing and corporate governance rules and regulations of NASDAQ. None of the Company Subsidiaries is required to to, nor does it, file any forms, reports or other documents with the SEC. All of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been prepared ), comply as to form in all material respects with applicable rules and regulations of the SEC with respect thereto. The Company Financial Statements fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows and changes in shareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present , which are not material in all material respects the consolidated financial position and the consolidated results of operationssignificance or amount, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case absence of interim financial statements, for normal and recurring year-end adjustmentsnotes).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company The Buyer has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements certifications and other documents required to be filed or furnished by it under Buyer with the Securities Act or the Exchange ActSEC since January 1, 2016. All such registration statements, forms, reports and other documents are referred to herein as the case may be“Buyer SEC Reports.” All of the Buyer SEC Reports (i) were filed on a timely basis, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since at the time of filingfiled, collectively, the “Company SEC Documents”). As of their respective effective dates (complied as to form in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Securities Act) Act and as of their respective the Exchange Act applicable to such Buyer SEC filing dates Reports and (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (iiii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements made thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading misleading, in any material respect. Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Buyer SEC Reports at the time filed (iii) complied as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved and at the dates involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented in accordance with GAAP the consolidated financial position of Buyer and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Since May 31Greenway has delivered or will deliver prior to closing and as a condition to closing to each Owner, 2010, in the Company has timely form filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplementedits Annual Report on Form 10-K for the newly adopted fiscal year ended June 30, modified or amended 0000, (xxx "Xxxxxxxx SEC Report") with information and account brought current to such date for all historical periods since the last filing in 1991. The Greenway SEC Report did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates it was filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. All parties herewith agree Greenway and its present officers and directors will use their best efforts to insure that Greenway is reinstated as a Reporting Company under ss.15 (iiD) complied in of the Securities and Exchange Act of 1934 by the filing of required delinquent reports. It is the understanding of all parties that Greenway will file an "omnibus" 10-KSB report on the within transactions and all material respects historical events since the last filing, along with current audited Greenway financials to June 30, 1998 and the applicable requirements most current audited financials supplied by Travel Dynamics. Both parties understand and agree that the absence of formal objection or comment by the Securities and Exchange Commission (SEC) will be deemed to constitutes acceptance of such filing. In the event of any objection or adverse comment of the Exchange Act or the Securities ActSEC, Greenway will employ all reasonable efforts to comply with such additional requests to include, as the case may benecessary, the Xxxxxxxxfiling historical reports (10-Xxxxx Act QSB and the applicable rules 10-KSB), or filing a new Form 10 to become a full Reporting Company. Other than such efforts, Greenway cannot and regulations does not make any warranty of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)its future reporting status.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC since and including January 1, 2007 under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (ia) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, schedules, statements, reports or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the its consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (Ai) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments that are not material in amount or nature and as 20 may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (Biii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)therein.