Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedmade available (and with respect to future filings, as applicable, will make available) via EXXXX to Parent accurate and complete copies of all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 1999, and all amendments thereto (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed or furnished by it the Company with the SEC under since January 1, 1999 have been so filed on a timely basis. None of the Exchange Act or Company’s Subsidiaries is required to file any documents with the Securities Act for the one year preceding the date hereof (the “SEC Reports”)SEC. As of the time it was filed with, or furnished to, with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed or furnished, none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedand, as to the extent applicable, each of its then or current subsidiaries, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under since January 30, 1995 (collectively, the Exchange Act or the Securities Act for the one year preceding the date hereof (the “"SEC Reports”). As of 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"), each of the SEC Reports which has complied 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 Act (Act, and the rules and regulations promulgated thereunder, each as in effect on the case may be) and, as of the time they were filed or furnished, none date so filed. None of the SEC Reports contained (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding Except to the extent revised or unresolved comments in comment letters received from superseded by a subsequent filing with the SEC staff with respect prior to the SEC Reports. None date hereof, none of the SEC Reports is contains any untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the subject statements therein, in the light of an ongoing SEC reviewthe circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, otherwise transmitted all forms, reports, statements, certifications, reports certifications and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") since January 1, 2003 (collectively with the forms, reports, statements, certifications and other documents required to be filed with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, the SEC (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on the date of such filing"Company SEC Reports"), each of the SEC Reports which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act (Act, each as in effect on the case may be) and, as date so filed. None of the time they were filed or furnished, none of the Company SEC Reports contained already filed contained, when filed as finally amended, nor will any Company SEC Reports filed subsequent to the date of this Agreement contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since September 15, 2003 (the “Company SEC Reports”). As of ) and has heretofore made available to Buyer, in the time it was form filed with, or furnished to, with the SEC (orexcluding any exhibits thereto), if amended or superseded the Company SEC Reports. The Company SEC Reports and any forms, reports and other documents filed by a filing prior to the Company with the SEC after the date of this Agreement, then on the date of such filing), each of the SEC Reports complied Agreement (x) were or will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be, and the rules and regulations thereunder and (y) and, as of did not at the time they were filed filed, or furnishedwill not at the time they are filed, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are misleading (provided that no outstanding or unresolved comments in comment letters received from the SEC staff representation is made under this clause (y) with respect to agreements filed as exhibits to any such forms or reports). No Company Subsidiary is required to file any form, report or other document with the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, All statements, certificationsreports, reports schedules, forms and other documents required to be have been filed or furnished by it the Company with the SEC under the Exchange Act or the Securities Act for the one year preceding since January 1, 2012 have been so filed on a timely basis. As of the date hereof (of this Agreement, none of the “SEC Reports”)Company Subsidiaries is required to file any documents with the SEC. As of the time it was filed with, or furnished to, with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed or furnished, none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments As used in comment letters received from this Agreement, the SEC staff with respect term “file” and variations thereof, when used in reference to the SEC Reports. None of 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 Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under the Securities and Exchange Act or the Securities Act for the one year preceding the date hereof Commission (the “"SEC") since October 15, 1996 (collectively, including all exhibits and schedules thereto and documents incorporated therein by reference, the "SEC Reports”). As of 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"), each of the SEC Reports which has complied in all material respects with the applicable requirements of the Securities Act Act, and the rules and regulations promulgated thereunder, or the Exchange Act (as and the case may be) andrules and regulations promulgated thereunder, as of applicable, each as in effect on the time they were filed or furnisheddate so filed. No SEC Report contained, none of the SEC Reports contained when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding Except to the extent revised or unresolved comments in comment letters received from superseded by a subsequent filing with the SEC staff with respect (a copy of which has been provided to Newco prior to the SEC Reports. None date hereof), none of the SEC Reports is filed prior to the subject date hereof contains any untrue statement of an ongoing SEC reviewa material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedParent and, as to the extent applicable, each of its then or current subsidiaries, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since January 1, 1999 (the “SEC Reports”). As of the time it was filed with, or furnished tocollectively, the "PARENT SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingREPORTS"), each of the SEC Reports which has complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, or the Exchange Act (and the rules and regulations promulgated thereunder, each as in effect on the case may be) and, as date so filed. None of the time they were filed or furnished, none of the such Parent SEC Reports contained (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding Except to the extent revised or unresolved comments in comment letters received from superseded by a subsequent filing with the SEC staff with respect prior to the SEC Reports. None date hereof, none of the Parent SEC Reports is filed by Parent since January 1, 1999 and prior to the subject date hereof contains any untrue statement of an ongoing SEC reviewa material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedExcept as set forth in Section 3.6(a) of the Seller Disclosure Letter, the Seller and each Subsidiary, as applicablenecessary, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under the Securities and Exchange Act or the Securities Act for the one year preceding the date hereof Commission (the “"SEC") since January 1, 1997 (the "SEC Reports”). As of 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"), each of the SEC Reports which has complied 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 Securities Exchange Act (as the case may be) andof 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Except as set forth in Section 3.6(a) of the time they were filed or furnishedSeller Disclosure Letter, none of the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained when filed any untrue statement of a material fact or omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports 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 light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Seller has timely filed or furnished, as applicable, and made available to Buyer all forms, statements, certifications, reports and documents required to be filed or furnished by it Seller with the SEC under the Exchange Act or the Securities Act for the one year preceding since January 1, 1996. All such required forms, reports and documents (including those that Seller may file after the date hereof (until the “Closing) are referred to herein as the "Seller SEC Reports”). As of 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), each of the ." The Seller SEC Reports complied (i) were prepared in compliance in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act (Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports, and (ii) and, as of did not at the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Seller SEC Reports or necessary in order to make the statements thereinin such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedand, as to the extent applicable, each of its then or current subsidiaries, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under the Securities and Exchange Act or the Securities Act for the one year preceding the date hereof Commission (the “SEC Reports”). As of the time it was filed with"SEC") since January 1, or furnished to1999 (collectively, the "COMPANY SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingREPORTS"), each of the SEC Reports which has complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, or the Exchange Act (and the rules and regulations promulgated thereunder, each as in effect on the case may be) and, as date so filed. None of the time they were filed or furnished, none of the such Company SEC Reports contained (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding Except to the extent revised or unresolved comments in comment letters received from superseded by a subsequent filing with the SEC staff with respect made prior to the SEC Reports. None date hereof (a copy of which has been provided or made available to Parent), none of the Company SEC Reports is filed by the subject Company since January 1, 1999, contains any untrue statement of an ongoing SEC reviewa material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since January 1, 1998 (the “"Company SEC Reports”"). As of the time it was filed with, or furnished totheir respective dates, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be) and, as of the time they were filed or furnishedapplicable to such Company SEC Reports, and none of the Company SEC Reports when filed 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 misleadingmisleading and did not when filed omit any material documents required to be filed as exhibits thereto. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect Except to the extent that information contained in any Company SEC Reports. None Report has been revised or superseded by a later filed Company SEC Report filed prior to the date of this Agreement, none of the Company SEC Reports is 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 subject statements therein, in light of an ongoing SEC reviewthe circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company Acquirer has timely filed or furnished, as applicable, and made available to Target all forms, statements, certifications, reports and documents required to be filed or furnished by it Acquirer with the SEC under since January 1, 1996 other than registration statements on Form S-8 (collectively, the Exchange Act or the Securities Act for the one year preceding the date hereof (the “"Acquirer SEC Reports”"). As of The Acquirer SEC Reports (excluding the exhibits thereto and the preliminary Proxy Statement) at 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), each of the SEC Reports (i) complied in all material respects with the applicable applicablbe requirements of the Securities Act or the Exchange Act (Act, as the case may be, and (ii) and, as of the time they were filed or furnished, none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Acquirer SEC Reports or necessary in order to make the statements thereinin such Acquirer SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of Acquirer's Subsidiaries is required to file any forms, reports or other documents with the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act 1934 Act, including pursuant to Section 13(a) or the Securities Act 15(d) thereof, for the one year two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto (together with any materials filed by the Company under the 1934 Act, whether or not required), being collectively referred to herein as the “SEC Reports”Filings,” except that solely for purposes of this Section 4.6(a), “SEC Filings” shall not be deemed to include any Current Reports on Form 8-K (or amendments thereto) that are “furnished” by the Company to the Commission solely to comply with Regulation F-D promulgated under the 0000 Xxx) on a timely basis or has timely filed a valid extension of time of filing and has filed any such SEC Filings prior to the expiration of any such extension. As of the time it was filed with, or furnished totheir respective dates, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports Filings complied in all material respects with the applicable requirements of the Securities 1934 Act or and the Exchange Act (as the case may be) and, as rules and regulations of the time they were filed or furnishedCommission promulgated thereunder, and none of the SEC Reports Filings, when filed, 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. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedand, as to the extent applicable, each of its then or current subsidiaries, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under since September 29, 1996 (collectively, the Exchange Act or the Securities Act for the one year preceding the date hereof (the “"SEC Reports”). As of 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"), each of the SEC Reports which has 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 Act (and the rules and regulations promulgated thereunder, each as in effect on the case may be) anddate so filed. The Company has heretofore delivered or promptly will deliver to Parent, as of in the time they were form filed or furnished, none of with the SEC (including any amendments thereto), the SEC Reports. None of such SEC Reports contained contained, when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding Except to the extent revised or unresolved comments in comment letters received from superseded by a subsequent filing with the SEC staff with respect (a copy of which has been provided to Parent prior to the SEC Reports. None date hereof), none of the SEC Reports is filed by the subject Company since September 28, 1997 and prior to the date hereof contains any untrue statement of an ongoing SEC reviewa material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (ai) The Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or furnishedsince January 1, as applicable2002 and prior to the date of this Agreement (the “Company SEC Reports”), which are all the forms, statements, certifications, reports and documents required to be filed or furnished by it the Company with the SEC under since such date; provided that, if the Exchange Company amends any of the Company SEC Reports, such amendment shall not mean or 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 (A) complied in all material respects with the requirements of the Securities Act or the Securities Act for Exchange Act, as the one year preceding case may be, and the date hereof (the “SEC Reports”). As rules and regulations of the SEC thereunder applicable thereto, and (B) did not at the time it was they were filed with, (or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. There are , provided, however, that no outstanding or unresolved comments in comment letters received from the SEC staff representation is made with respect to information included in the Company SEC ReportsReports that was provided in writing by Parent. None of the SEC Reports Company’s subsidiaries is required to file any reports or other documents with the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedall registration statements, as applicableprospectuses, all forms, reports, definitive proxy statements, certifications, reports schedules and documents required to be filed or furnished by it with the SEC under the Exchange Securities Act or the Securities Act for Exchange Act, as the one year preceding the date hereof case may be, since January 1, 2001 (collectively, the “Company SEC ReportsFilings”). As Each Company SEC Filing, (i) as of the time it was filed withits date, 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), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be, and (ii) anddid not, as of at the time they were filed or furnishedit was filed, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect Except to the extent that information contained in any Company SEC Reports. None Filing has been revised, supplemented, amended or superceded by a later-filed Company SEC Filing, or has otherwise become immaterial, none of the Company SEC Reports Filings contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is subject to the subject periodic reporting requirements of an ongoing SEC reviewthe Exchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedall reports, as applicableschedules, all forms, statements, certifications, reports registration statements and other documents required to be filed or furnished by it the Company with the SEC under the Exchange Act from and after December 31, 2007, each of which, as of its respective date, complied as to form in all material respects with the Exchange Act (except if, and to the extent that, such Company SEC Document was subsequently amended, superseded or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, the SEC (or, if amended or superseded supplemented by a filing made prior to the date hereof). No Subsidiary of this Agreementthe Company is required to make any filings with the SEC under the Exchange Act. No Company SEC Document contained, when filed (and, if amended, superseded or supplemented by a filing made prior to the date hereof, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained 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. There As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to the any Company SEC Reports. None of the SEC Reports is the subject of an ongoing SEC reviewDocuments.

SEC Filings; Financial Statements. (a) The Company Gem has timely filed or furnished, as applicable, on a timely basis all forms, statements (whether registration or proxy statements), certifications, reports reports, schedules, exhibits and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for since the one year preceding the date hereof Gem Effective Date (the “Gem SEC ReportsDocuments”). As of the time it was filed with, or furnished to, 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), each of the Gem SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, to Gem’s Knowledge, as of the time they were filed or furnishedfiled, none of the Gem SEC Reports Documents 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. There are no outstanding As used in this Section 4.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or unresolved comments in comment letters received from the SEC staff with respect information is furnished, supplied or otherwise made available to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under since January 1, 1997. All such required forms, reports and documents are referred to herein as the Exchange "SEC REPORTS." As of their respective dates, the SEC Reports (i) were prepared in accordance with the requirements of the 1933 Act or the Securities Act for 1934 Act, as the one year preceding case may be, and the date hereof (the “SEC Reports”). As rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time it was they were 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), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from As of the SEC staff with respect Closing, the Private Placement Memorandum (only including amendments and supplements provided to the SEC Reports. None Purchasers prior to the Closing) does 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 the light of the SEC Reports is the subject of an ongoing SEC reviewcircumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company has timely filed filed, or furnished, as applicablethe case may be, all forms, reports, statements, certifications, reports schedules and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since October 6, 2010 (the “Company SEC Reports”). As of The Company SEC Reports (i) at the time it was they were filed with, or furnished to, the SEC (orand, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing)amendment, each of the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the case may berules and regulations promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, and (ii) did not, at the time they were filed, and, if amended, as of the time they were filed or furnisheddate of such amendment, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnisheda Parent and, as to the extent applicable, each of its then or current subsidiaries, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished by it with the SEC under since January 1, 1999 (collectively, the Exchange Act or the Securities Act for the one year preceding the date hereof (the “"Parent SEC Reports”). As of 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"), each of the SEC Reports which has complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, or the Exchange Act (and the rules and regulations promulgated thereunder, each as in effect on the case may be) and, as date so filed. None of the time they were filed or furnished, none of the such Parent SEC Reports contained (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, when filed, 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 the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect Except to the SEC Reports. None extent revised or superseded by a subsequent filing with the SEC, none of the Parent SEC Reports is filed by Parent since January 1, 1999 and prior to the subject date hereof contains any untrue statement of an ongoing SEC reviewa material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 2.9(a) of the Company Disclosure Schedule, the Company has timely filed or furnished, as applicable, all forms, statementsreports, certificationsschedules, reports statements and documents required to be filed or furnished by it with the Securities and Exchange Commission (“SEC”) since January 1, 2005 (collectively, the “Company SEC under Reports”) pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act or and the Securities Act for and the one year preceding the date hereof (the “SEC Reports”). As Regulations of the SEC promulgated thereunder and did not at the time it was they were filed with, (or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company Except as set forth on Schedule 2.6, NFP has timely filed or furnished, as applicable, otherwise transmitted all forms, reports, statements, certifications, reports certifications and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since December 31, 2001 (collectively, the “SEC Reports”). As , each of the time it was filed withwhich, or furnished to, the SEC (or, if as amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), each of the SEC Reports has 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 Securities Exchange Act (as the case may be) andof 1934, as of amended, and the time they were filed or furnishedrules and regulations promulgated thereunder, none each as in effect on the date so filed. None of the SEC Reports contained contained, when filed, as amended prior to the date hereof, 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 the light of the circumstances under which they were made, not misleading. There As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed or furnishedall registration statements, as applicableprospectuses, all forms, reports, definitive proxy statements, certifications, reports schedules and documents required to be filed or furnished by it with the SEC under the Exchange Securities Act or the Securities Act for Exchange Act, as the one year preceding the date hereof case may be, since January 1, 2001 (collectively, the “Parent SEC ReportsFilings”). As Each Parent SEC Filing, (i) as of the time it was filed withits date, 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), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be, and (ii) anddid not, as of at the time they were filed or furnishedit was filed, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect Except to the extent that information contained in any Parent SEC Reports. None Filing has been revised, supplemented, amended or superceded by a later-filed Parent SEC Filing, or has otherwise become immaterial, none of the Parent SEC Reports is Filings contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the subject statements made therein, in the light of an ongoing SEC reviewthe circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) The Company Quest has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the "SEC") under the Securities and Exchange Act or of 1934, as amended (the Securities Act for the one year preceding "EXCHANGE ACT") since August 13, 1999 through the date hereof of this Agreement (collectively, the “"QUEST SEC Reports”REPORTS"). As of the time it was respective dates they were filed, (i) the Quest SEC Reports were prepared, in all material respects, in accordance with the requirements of the Exchange Act, and (ii) none of Quest SEC Reports contained, when filed with, or furnished to, with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of Quest's filings with the SEC which were required under Section 13 of the Exchange Act since December 31, 1999, when taken as a whole (collectively, the "RECENT SEC REPORTS"), do not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Recent SEC Reports or necessary in order to make the statements in such Recent SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Except as set forth in Section 4.3(a) of the Dreyer's Disclosure Schedule, Dreyer's has timely filed or furnished, as applicable, all forms, reports, definitive proxy statements, certifications, reports schedules and documents (including all Exhibits, Schedules and Annexes thereto) required to be filed or furnished by it with the SEC under the Exchange Securities Act or the Securities Act for Exchange Act, as the one year preceding case may be, since December 31, 2001, including any amendments or supplements thereto (collectively, the date hereof (the “"DREYER'S SEC Reports”REPORTS"). As of their respective dates, each of the time it was filed with, or furnished to, the Dreyer's SEC Reports (orand, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each of the SEC Reports ) (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Dreyer's SEC Report, and (ii) and, as of did not at the time they were filed (or furnishedif amended or superseded by a filing, none then on the date of the SEC Reports contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (aA) The Company has timely made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed or furnishedby the Company with the SEC since January 1, 2002, and all amendments thereto (the "COMPANY SEC DOCUMENTS"). Except as applicableset forth in Part 2.4 of the Company Disclosure Schedule, all forms, statements, certificationsreports, reports schedules, forms and other documents required to be have been filed or furnished by it the Company with the SEC under have been so filed on a timely basis. None of the Exchange Act or Company's Subsidiaries is required to file any documents with the Securities Act for the one year preceding the date hereof (the “SEC Reports”)SEC. As of the time it was filed with, or furnished to, with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed or furnished, none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Tritel has timely filed or furnished, as applicable, all forms, statementsreports, certificationsschedules, reports statements and documents required to be filed or furnished by it with the SEC under since November 17, 1999 (collectively, with Registration Statement on Form S-1 dated November 18, 1999, as amended (the "Tritel S-1"), the "Tritel SEC Reports") pursuant to the Federal securities Laws and the SEC regulations promulgated thereunder. The Tritel SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act or and the Securities Act for and the one year preceding the date hereof (the “SEC Reports”). As of rules and regulations promulgated thereunder and did not at the time it was they were filed with, (or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of Tritel's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (ai) The Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or furnishedsince January 1, as applicable2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, statements, certifications, reports and documents required to be filed or furnished by it the Company with the SEC under since such date; provided that, if the Exchange Company amends any of the Company SEC Reports, such amendment shall not mean or 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 (A) complied in all material respects with the requirements of the Securities Act or the Securities Act for Exchange Act, as the one year preceding case may be, and the date hereof (the “SEC Reports”). As rules and regulations of the SEC thereunder applicable thereto, and (B) did not at the time it was they were filed with, (or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. There are , provided, however, that no outstanding or unresolved comments in comment letters received from the SEC staff representation is made with respect to information included in the Company SEC ReportsReports that was provided in writing by Parent. None of the SEC Reports Company's subsidiaries is required to file any reports or other documents with the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, in a timely manner all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, 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), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnishedfiled, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or unresolved comments in comment letters received from the SEC staff with respect information is furnished, supplied or otherwise made available to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has timely filed or furnished, as applicable, otherwise transmitted all forms, reports, statements, certifications, reports certifications and other documents required to be filed or furnished by it with the SEC under since December 31, 2000 (collectively, the "Company SEC Reports"), each of which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, or the Exchange Act or and the Securities Act for the one year preceding rules and regulations promulgated thereunder, each as in effect on the date hereof (the “SEC Reports”)so filed. As None of the time it was Company SEC Reports (including the financial statements contained therein), when filed with, or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained 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 the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reports. None of the Company's subsidiaries is required to file periodic reports with the SEC Reports is pursuant to Section 13 or 15(d) of the subject of an ongoing SEC reviewExchange Act.

SEC Filings; Financial Statements. (a) The Company has timely Made Available to Parent (to the extent not available on XXXXX) accurate and complete copies of all Company SEC Documents filed or furnishedsince June 29, 2012, as applicable, well as all forms, comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since such date. All statements, certificationsreports, reports schedules, forms and other documents required to be have been filed by the Company or furnished by it its officers with the SEC under since June 29, 2012 have been so filed on a timely basis. None of the Exchange Act or Company Subsidiaries is required to file any documents with the Securities Act for the one year preceding the date hereof (the “SEC Reports”)SEC. As of the time it was filed with, or furnished to, 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 Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of and the time they were filed or furnished, Sarbanes Oxley Act; and (B) none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments As used in comment letters received from this Agreement, the SEC staff with respect term “file” and variations thereof, when used in reference to the SEC Reports. None of SEC, shall be broadly construed to include any manner in which a document or information is filed, furnished, supplied or otherwise made available to the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 3.07 of the Disclosure Schedule, the Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Securities and Exchange Act or the Securities Act for the one year preceding the date hereof Commission (the “SEC Reports”). As of the time it was filed with"SEC") since January 1, or furnished to, the SEC (or, if amended or superseded by a filing prior to 1993 through the date of this AgreementAgreement (all of the above, then on including the forms, reports and documents set forth in Section 3.07 of the Disclosure Schedule, the "Company SEC Reports"). The Company SEC Reports and all forms, reports and documents to be filed by the Company after the date of such filing), each of hereof and prior to the SEC Reports complied Closing (i) were or will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder, (as the case may beii) anddid or will not, as of the time they were filed or furnishedtheir respective dates, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (iii) did not and will not omit any document required to be filed as an exhibit thereto. There are no outstanding No Company Subsidiary is required to file any form, report or unresolved comments in comment letters received from other document with the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, in a timely manner all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, 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), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the latest time they were filed filed, amended, or furnishedsuperseded, as applicable, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There are no material outstanding or unresolved comments in comment comments letters received from the staff of the SEC staff with respect to any of the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely delivered or made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed or furnishedby the Company with the SEC since July 14, 1999, and all amendments thereto (the "Company SEC Documents"), as applicable, all forms, well as the Unaudited Interim Financial Statements. All statements, certificationsreports, reports schedules, forms and other documents required to be have been filed or furnished by it the Company with the SEC under since such date have been so filed on a timely basis. None of the Exchange Act or Company's Subsidiaries is required to file any documents with the Securities Act for the one year preceding the date hereof (the “SEC Reports”)SEC. As of the time it was filed with, or furnished to, with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed or furnished, none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, with the SEC all forms, reports, statements, schedules, certifications, reports and documents (including all exhibits) required to be filed or furnished by it with the SEC since December 31, 2004 (the "SEC Reports"). The SEC Reports (including any documents or information incorporated by reference), as of their respective filing dates (i) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act or the Securities Act for the one year preceding the date hereof (the “SEC Reports”). As of the time it was filed with, or furnished to, the SEC (or, if amended or superseded by a filing prior to between the date of this Agreement, then on Agreement and the date of such filing)Closing will comply, each of the SEC Reports complied in all material respects as to form with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be, and the rules and regulations promulgated thereunder each as in effect on the date so filed, and (ii) and, as of at the time they were filed or furnishedwith the SEC, none of the SEC Reports contained did not contain any untrue statement of a material fact fact, or, in the case of documents filed on or omitted after the date hereof will not contain any untrue statement of a material fact, and did not omit, or, in the case of documents filed on or 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. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Indestructible has timely made available to DBL a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed or furnishedby Indestructible with the SEC for the 36 months prior to the date of this Agreement (the “Indestructible SEC Reports”), as applicablewhich, to Indestructible’s knowledge, are all the forms, statements, certifications, reports and documents required to be filed or furnished by it Indestructible with the SEC under for the Exchange 36 months or applicable period prior to the date of this Agreement. As of their respective dates, to Indestructible’s knowledge, the Indestructible SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Securities Act for Exchange Act, as the one year preceding case may be, and the date hereof (rules and regulations of the “SEC thereunder applicable to such Indestructible SEC Reports”). As of , and (ii) did not at the time it was they were filed with, or furnished to, the SEC (or, and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act filing and as so amended or the Exchange Act (as the case may besuperceded) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, reports, schedules, statements, certificationsregistration statements, reports proxy statements and other documents required to be filed or furnished by it with the SEC under for periods ending on or after July 31, 2001 (all forms, reports and documents filed by the Exchange Act Company with the SEC for periods ending on or the Securities Act for the one year preceding the date hereof (after July 31, 2001 being referred to as the “Historical Company SEC Reports” and all those filed for periods ending on or after July 31, 2004 being referred to as the “Company SEC Reports”). As Except as set forth in Section 2.07(a) of the time it was filed with, or furnished toCompany Disclosure Schedule, the Historical Company SEC Reports (ori) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be (including, without limitation, the applicable accounting requirements of the SEC and the published rules and regulations of the SEC with respect thereto), and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed or furnished, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports Company’s subsidiaries is required to file any forms, reports or other documents with the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 3.6(a) of the Company Disclosure Schedule, the Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports reports, documents, proxy statements and documents exhibits and any amendments thereto required to be filed or furnished by it the Company with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since September 1, 2006 (the “SEC Reports”). As of the time it was collectively with all forms, reports, statements, documents, proxy statements and exhibits filed with, or furnished to, the SEC (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on and any amendments thereto, the date of such filing“Company SEC Reports”), each of the . The Company SEC Reports (i) complied in all material respects respects, or, if not yet filed or furnished, will comply, as of their respective dates of filing with the SEC, with the applicable requirements of the Securities Act or Act, the Exchange Act (Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and (ii) and, as of did not at the time they were filed and do not, as amended and supplemented, if applicable, or, if not yet filed or furnished, none of the SEC Reports contained will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments Except as set forth in comment letters received from the SEC staff with respect to the SEC Reports. None Schedule 3.6(a) of the SEC Reports Company Disclosure Schedule, none of the Company’s Subsidiaries is required to file any form, report, proxy statement or other document with the subject of an ongoing SEC reviewSEC.

SEC Filings; Financial Statements. (a) The Each of the Company and the Partnership has timely filed or furnished, as applicable, furnished all forms, statements, certifications, reports and documents (including all exhibits) required to be filed or furnished (as the case may be) by it with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since January 1, 2003 (the “SEC Reports”). As of the time it was filed withThe SEC Reports, or furnished to, the SEC (or, if each as amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing)(i) have been prepared, each of the SEC Reports complied in all material respects respects, in accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) anddid not when, as of the time they were filed or furnishedfurnished as amended prior to the date hereof, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary, other than the Partnership, is required to file any form, report or other document with the SEC. Each form, report or document filed or furnished (as the case may be) with the SEC by the Company or the Partnership after the date hereof and prior to the Effective Time (1) will be prepared, in all material respects, in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (2) will 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 made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnishedand each Subsidiary, as applicablenecessary, has filed all forms, statementsreports, certifications, reports statements and documents required to be filed or furnished with any regulatory authority established by it law in a foreign jurisdiction and with the SEC under the Exchange Act or the Securities Act for the one year preceding the date hereof since June 30, 1997 (the “"SEC Reports”). As of REPORTS" and together with the time it was filed with, or furnished toforeign jurisdiction reports, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing"GOVERNMENTAL REPORTS"), each of the SEC Reports which has complied 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 Act (as Act, and the rules and regulations promulgated thereunder, or, in the case may be) andof a foreign jurisdiction, the relevant laws of that jurisdiction, each as in effect on the date so filed. None of the time they were Governmental Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained when filed or furnished, none of the SEC Reports contained any untrue statement of a material fact or omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Governmental Report has been revised or superseded by a later filed Governmental Report, none of the Government Reports 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 light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review.