Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2016 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 231, 2020 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since December 31, 2020, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since December 31, 2020, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such The Company has filed all forms or otherwise furnished (as applicable), reports and documents that can required to be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered filed with or made available furnished to the SEC by the Company accurate and complete copies of all registration statementssince January 1, proxy statements2011 (the “Applicable Date”) (the forms, Certifications (as defined below) and other statements, reports, schedules, forms reports and other documents filed by Parent with or furnished since the SEC Applicable Date, as the same may have been supplemented, modified or amended since December 2the time of filing or furnishing, 2020 (collectively, the “Parent Company SEC DocumentsReports”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on 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 filingCompany SEC Reports were amended, then as of the date of effectiveness of such amendment), each of the Parent Company SEC Documents Reports (i) 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, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) and, as of the time they were filed, none of the Parent SEC Documents contained did 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 made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by misleading as of its filing date or effective date (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 Parent 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 SECapplicable).

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or timely filed and made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms statements and other documents, including any exhibits thereto, required to be filed by Parent with the SEC (collectively, the "Parent SEC Reports"). The Parent SEC Reports, including all forms, reports and documents filed by Parent with the SEC since December 2after the date hereof and prior to the Effective Time, 2020 (i) were and, in the “case of Parent SEC Documents”). All Reports filed after the date hereof, will be prepared in all material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers respects in accordance with the SEC have been so filed on a timely basis. As applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time it was they were filed 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 Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they were are filed, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. The certifications and None of Parent's Subsidiaries are required to file any forms, reports, schedules, 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content or other documents 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent The Company has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms schedules and other documents required to have been be filed by Parent or its officers it with the Securities and Exchange Commission (the “SEC”) since December 31, 2005 (such forms, reports, statements, schedules and other documents referred being, collectively, the “Company SEC have been so filed on a timely basisReports”). As of The Company SEC Reports (i) at the time it was they were filed with the SEC (or, 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 Parent SEC Documents complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed with or furnished to the SEC by the Company, and in either case, publicly available prior to the date hereof (each, a “Company Filed SEC Report”) andand (ii) did not, as of at the time they were filed, none or, if amended, as of the Parent SEC Documents contained date of such amendment, 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, except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Report. The certifications and statements required by (i) Rule 13a-14 Company is eligible to use Form S-3 in connection with the registration of securities under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Securities Act) relating . No Subsidiary is required to the Parent SEC Documents (collectivelyfile any form, the “Certifications”) are accurate and complete and comply as to form and content report or other document 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or filed and made available to the Company accurate and complete copies of YieldUP all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms and other documents required to be filed by Parent with the SEC since December 2August 27, 2020 1995 (the “Parent SEC Documents”). All material statementsincluding all exhibits, notes, and schedules thereto and documents incorporated by reference therein)(all such forms, reports, schedulesand documents, forms including any such forms, reports, and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC after the date hereof, being collectively called the "Parent SEC Reports" and individually called a "Parent SEC Report"). The Parent SEC Reports (ori) at the time filed, with respect to all of the Parent SEC Reports other than registration statements filed under the Securities Act, or at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied, and any Parent SEC Report 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, and (ii) did not, and any Parent SEC Report filed after the date hereof will not, at the time filed or at the time of their respective effective dates, as the case may be (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 Parent SEC 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 the time they were filed, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. The certifications Since August 27, 1995, Parent has filed in a timely manner all forms, reports, and statements documents that it was required by (i) Rule 13a-14 to file with the SEC under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 the rules and regulations of the Xxxxxxxx-Xxxxx Act) relating SEC. None of Parent's subsidiaries is required to the Parent SEC Documents (collectivelyfile any forms, the “Certifications”) are accurate and complete and comply as to form and content reports, or other documents 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, The Parent has delivered or Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by the Parent with the SEC SEC, including all amendments thereto, since December 2January 1, 2020 2010 (collectively, the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other documents required to have been filed by the Parent or its officers with the SEC since January 1, 2010 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 it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Parent SEC Documents complied as to form 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, none of the Parent SEC 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. The Each of the certifications and statements relating to the Parent SEC Documents required by by: (iA) Rule 13a-14 or Rule 15d-14 under the Exchange Act and Act; (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) relating any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “"Parent Certifications”") are is accurate and complete complete, and comply complies as to form and content in all material respects with all applicable LawsLegal Requirements. As used in the introduction to this Section 3.73 and in this 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 SECSEC or any member of its staff.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or timely filed and made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms statements and other documents documents, including any exhibits thereto, required to be filed by Parent with the SEC since December 2(collectively, 2020 (the “Parent SEC DocumentsReports”). All material statementsThe Parent SEC Reports, reportsincluding all forms, schedules, forms reports and other documents required to have been be filed by Parent or its officers with the SEC have been so after the date hereof and prior to the Effective Time, (i) were and, in the case of Parent SEC Reports filed on a timely basis. As after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time it was they were filed 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 Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they were are filed, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were and will be made, not misleading. The certifications and None of Parent’s Subsidiaries are required to file any forms, reports, schedules, 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content or other documents 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.

SEC Filings; Financial Statements. The Company has timely filed with the Securities and Exchange Commission (athe "SEC") Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or and made available to the Company accurate and complete copies each Investor or its representatives all forms (other than Forms 3, 4 or 5 filed on behalf of all registration statements, proxy statements, Certifications Affiliates (as defined below) of the Company), reports and other statements, reports, schedules, forms and other documents required to be filed by Parent the Company with the SEC since December 2January 1, 2020 1997 (collectively, the "Company SEC Reports"). The Company SEC Reports (i) at the time filed, complied with the applicable requirements of the Securities Act of 1933, as amended (the “Parent SEC Documents”"Securities Act"). All material statements, reportsand the rules thereunder, schedulesand the Securities Exchange Act of 1934, forms as amended (the "Exchange Act"), and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of rules thereunder, as the case may be, and (ii) did not at the time it was they were filed 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 Parent SEC 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 the time they were filed, none of the Parent SEC Documents 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. To the knowledge of the Company, the SEC has not issued an Order preventing or suspending the use of any Company SEC Report, nor instituted Proceedings for that purpose. The certifications and statements required by (i) Rule 13a-14 Company meets the eligibility requirements set forth in Section I.A. of the General Instructions for the Use of Form S-3 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 Securities Act. For purposes of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectivelythis Agreement, 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."

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC and the Canadian securities regulatory authorities (the “CSA”) (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 registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by Parent with the SEC Documents or the CSA, including all amendments thereto since January 1, 2012 (collectively, the “Parent Continuous Disclosure Documents”) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), or the applicable requirements under the applicable securities laws, regulations and policies (the “Canadian Securities Laws”) and, as of the time they were filed, and (ii) none of the Parent SEC Documents Continuous Disclosure Documents, as amended, 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. The Except as set forth in Section 6.09(a) of the Parent Disclosure Schedules, all statements, reports, schedules, forms, exhibits and other documents required to have been filed by Parent with the SEC or the CSA since January 1, 2012 have been so filed on a timely basis (taking into account any valid extension of such time of filing by the SEC or the CSA). Each of the certifications and statements relating to the Parent Continuous Disclosure Documents required by by: (iA) Rule 13a-14 or Rule 15d-14 under the Exchange Act and Act; (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) relating any other rule or regulation promulgated by the SEC or the CSA or applicable to the Parent SEC Documents Continuous Disclosure Documents, as amended (collectively, the “Parent Certifications”) are is accurate and complete complete, and comply complies as to form and content with all applicable Laws, including the Canadian Securities Laws. As used in this Section 3.76.09, 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, the CSA or any member of their staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) or the Canadian Securities Laws.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2016 (the “Parent SEC Documents”), except to the extent such documents can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.7Article 3, 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.

SEC Filings; Financial Statements. (a) Other than In the past two (2) years, Purchaser has filed with, or otherwise transmitted to, the SEC all forms, reports, schedules, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required by it to be filed with or otherwise transmitted to (as applicable) the SEC (such documents that can be obtained documents, the “SEC Reports”), and such SEC Reports are available on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basisthrough EXXXX. 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)their respective dates, each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of all applicable Laws, including the Securities Act or and the Exchange Act (Act, as the case may be) and, and the respective rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC, as of their respective dates (and if so amended or superseded, then on the time they were fileddate of such subsequent filing), none of the Parent SEC Documents 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. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 There are no outstanding or unresolved comments in any comment letters of the Xxxxxxxx-Xxxxx Act) staff of the SEC received by Purchaser relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsReports. 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 Purchaser has heretofore made available to the Company, through EXXXX or otherwise, true, correct and complete copies of all material written correspondence between Purchaser and the SEC. None of the SEC Reports is, to the Knowledge of Purchaser, the subject of ongoing SEC review. None of Purchaser’s Subsidiaries is required to file any reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxSince August 7, 2013, Parent has delivered timely filed with or made available furnished to the Company accurate and complete copies of SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, Certifications (as defined below) schedules and other statements, reports, schedules, forms and other documents required to be filed by Parent with it under the SEC since December 2Securities Act or the Exchange Act, 2020 as the case may be, from and after August 7, 2013 (collectively, the “Parent SEC DocumentsFilings”). All material statementsEach Parent SEC Filing, reportsas amended or supplemented if applicable, schedules(i) as of its date, forms and other documents required to have been filed by Parent or 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 a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Parent SEC Filing, and (ii) anddid not, at the time it was filed (or became effective in the case of registration statements), or, if amended, as of the time they were filed, none date of the Parent SEC Documents contained last such amendment, 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. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 As of the Xxxxxxxx-Xxxxx Act) relating date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Parent SEC Filings and, to the knowledge of Parent none of the Parent SEC Documents (collectivelyFilings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file periodic reports with the “Certifications”) are accurate and complete and comply as SEC pursuant to form and content with all applicable Lawsthe Exchange Act. 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 Parent has made available to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Parent and any of the Parent Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2017 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2015 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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, Table of Contents not 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 Parent 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. Parent has never been and is not currently an issuer as such term is described in Rule 144(i) of the Securities Act.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, SEC Filings. Parent has delivered or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2006. Parent has made available to the Company accurate and complete copies of all such registration statements, proxy statements, Certifications (as defined below) and other statementsprospectuses, reports, schedules, forms forms, statements and other documents in the form filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”)SEC. All material such required registration statements, prospectuses, reports, schedules, forms forms, statements and other documents required (including those that Parent may file subsequent to have been filed by the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or its officers supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Report (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC have been so filed on a timely basis. As of promulgated thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with (or became effective in the SEC (orcase of a registration statement), or if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such superseding filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act amendment or the Exchange Act (as the case may be) andsupplement, as of the time they were filed, none of the Parent SEC Documents 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. The certifications and statements None of Parent’s Subsidiaries is 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 Parent SEC Documents (collectivelyfile any forms, the “Certifications”) are accurate and complete and comply as to form and content reports or other documents 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2019 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As Except as disclosed in Section 3.7(a) of the Parent Disclosure Schedule, 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), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxAll forms, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms reports and other documents required to have been be filed by Parent or its officers CNLRP with the SEC have been so since January 1, 2001 (including those that CNLRP may file after the date hereof until the Closing) are referred to herein as the “CNLRP SEC Reports.” CNLRP SEC Reports (i) were or will be filed on a timely basis. As of the time it was filed with the SEC basis and (or, if amended ii) were or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied will be prepared in compliance in all material respects with the applicable requirements of the Securities Act or Act, and the Exchange Act (Act, as the case may be) and, as applicable to such CNLRP SEC Reports. None of the time they were CNLRP SEC Reports when filed, none of after giving effect to any amendments and supplements thereto filed prior to the Parent SEC Documents date hereof, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The certifications and None of CNLRP’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements required by (i) Rule 13a-14 under or other documents with the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsSEC. As used in this Section 3.73.4(a), the term “filefiled” 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, All reports, schedules, forms forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Parent Parties with the SEC since December 2January 1, 2020 2016 (as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof) (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent with or its officers with furnished to the SEC have been so filed on a timely basis. 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 Agreementhereof, 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 Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC Documents contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, 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. The certifications and statements required by (i) Rule 13a-14 under None of Parent’s Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 Act. Parent is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act) relating to the Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered timely filed or made available furnished, as applicable, with the Securities and Exchange Commission (the “SEC”) each report, registration statement and definitive proxy statement required to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents be filed by Parent with the SEC since December 2during the course of its existence (collectively, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each Each of the Parent SEC 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 the time they were filed, and none of the Parent SEC Documents at the time of filing 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. The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with GAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (Section 906 in the case of unaudited statements) as permitted by applicable rules of the Xxxxxxxx-Xxxxx ActSEC; and (iii) relating to fairly presented the consolidated financial position of Parent SEC Documents (collectively, and its subsidiaries as of the “Certifications”) are accurate respective dates thereof and complete the consolidated results of operations of Parent and comply as to form and content with all applicable Laws. As used in this Section 3.7, its subsidiaries for 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 SECperiods covered thereby.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Xcyte has delivered or made available to the Company Seller accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent Xcyte with the SEC since December 2October 10, 2020 2003 (the “Parent Xcyte SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents None of Xcyte’s Subsidiaries is required to have been filed by Parent or its officers file any documents with the SEC have been so filed on a timely basisSEC. 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), ): (i) each of the Parent Xcyte SEC Documents complied were prepared in all material respects in accordance 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, rules and regulations thereunder; and (ii) none of the Parent Xcyte SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent Xcyte 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 SECLegal Requirements.

SEC Filings; Financial Statements. (a) Other than such SSTI has filed or furnished, as applicable, all forms, reports and documents that can required to be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered filed or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed furnished by Parent it with the SEC since December 2March 17, 2020 2008 (the “Parent SSTI SEC DocumentsReports”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent The SSTI SEC Reports (i) were prepared or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied will be prepared in all material respects in accordance with either 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 or will not, at the time of filing or furnishing, or, if amended, as of the time they were fileddate of such amendment, none of the Parent SEC Documents 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. The certifications and statements required by (i) Rule 13a-14 under Each of the SSTI SEC Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, when so filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act) relating ”), and any rules and regulations promulgated thereunder applicable to the Parent SSTI 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 SECReports.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2October 1, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2018 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2018, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2017, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than In the past two (2) years, Purchaser has filed with, or otherwise transmitted to, the SEC all forms, reports, schedules, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required by it to be filed with or otherwise transmitted to (as applicable) the SEC (such documents that can be obtained documents, the “SEC Reports”), and such SEC Reports are available on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basisthrough XXXXX. 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)their respective dates, each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of all applicable Laws, including the Securities Act or and the Exchange Act (Act, as the case may be) and, and the respective rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC, as of their respective dates (and if so amended or superseded, then on the time they were fileddate of such subsequent filing), none of the Parent SEC Documents 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. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 There are no outstanding or unresolved comments in any comment letters of the Xxxxxxxx-Xxxxx Act) staff of the SEC received by Purchaser relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsReports. 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 Purchaser has heretofore made available to the Company, through XXXXX or otherwise, true, correct and complete copies of all material written correspondence between Purchaser and the SEC. None of the SEC Reports is, to the Knowledge of Purchaser, the subject of ongoing SEC review. None of Purchaser’s Subsidiaries is required to file any reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, The Parent has delivered Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms forms, exhibits and other documents filed by Parent with the SEC SEC, including all amendments thereto since December 2January 1, 2020 2008 (collectively, the “Parent SEC Documents”). All material statements, reports, schedules, forms forms, exhibits and other documents required to have been filed by Parent or 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 it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Parent SEC 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, none of the Parent SEC 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. The Each of the certifications and statements relating to the Parent SEC Documents required by by: (iA) Rule 13a-14 or Rule 15d-14 under the Exchange Act and Act; (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) relating any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are is accurate and complete complete, and comply complies as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.73.4, 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 SECSEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, 3.6.1 Parent has delivered or made available to the Company accurate a correct and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all registration statementsthe forms, proxy statements, Certifications (as defined below) reports and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since December 2January 1, 2020 (the “1997. The Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers Reports (A) were prepared in accordance with the SEC have been so filed on a timely basis. As requirements of the Securities Act or the Exchange Act, as the case may be, and (B) did not at the time it was they were filed with the SEC (or, 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 Parent SEC 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 the time they were filed, none of the Parent SEC Documents 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. The certifications and None of Parent's subsidiaries is required to file any reports or other documents with the SEC. 3.6.2 Each set of consolidated financial statements required by (iincluding, in each case, any related notes thereto) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to contained in the Parent SEC Documents Reports was prepared in accordance with GAAP (collectivelyincluding, without limitation, in accordance with the “Certifications”revenue recognition provisions thereof) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are accurate and subject to normal adjustments which were not or are not expected to be material in amount. 3.6.3 Parent has previously furnished to Company a complete and comply as correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to form and content with all applicable Laws. As used in this Section 3.7be filed, 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.18

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Signal has delivered or made available to the Company Miragen accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent Signal with the SEC since December 2January 1, 2020 2014 (the “Parent Signal SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent Signal or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent Signal SEC 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 the time they were filed, none of the Parent Signal SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent Signal SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.7Article 3, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on Parent files reports under the SEC’s website at xxx.xxx.xxxSecurities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC voluntarily. Parent is not required to register any class of its securities with the SEC under the Exchange Act. Parent has delivered or made available to the Company accurate and complete copies of all each report, registration statement, prospectus, definitive proxy and information statements, proxy statements, Certifications (as defined below) form and other statements, reports, schedules, forms and other documents document filed by Parent with the SEC since December 2(and all exhibits included therein and financial statements and schedules thereto and documents, 2020 (other than exhibits to such documents, incorporated by reference therein collectively being referred to herein as the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents Parent SEC Documents required to have been or otherwise filed by Parent or its officers with the SEC have been so filed on a timely basisbasis since September 5, 2006, except as set forth in Parent Disclosure Schedule in Section 3.7(a) thereof, to the extent that any such filing was deemed to be material. As of the time it each Parent SEC Document was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the Parent SEC Documents Document complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act; and (as the case may beii) and, as of the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxwxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2March 29, 2020 2022 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent 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.

SEC Filings; Financial Statements. (a) Other than such Except as set forth in Section 3.7(a) of the Parent Disclosure Schedule, since January 1, 2017, Parent has filed or furnished (as applicable) on a timely basis all forms, reports and documents that can (including all exhibits, schedules and annexes thereto) required to be obtained filed with or furnished to the SEC under applicable Laws, including any amendments or supplements thereto (collectively, together with all documents filed on a voluntary basis on Form 8-K and together with all documents and information incorporated by reference therein, the SEC’s website at xxx.xxx.xxx, "Parent SEC Documents"). Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other than such documents required to have been filed by Parent or its officers with that can be obtained on the SEC have been so filed on a timely basisSEC's website at xxx.xxx.xxx. 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), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “"Certifications”") are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Parent, on the other, since January 1, 2017, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent. 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. From the time of the initial filing of Parent's registration statement on Form S-1 with the SEC, Parent has been and is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Parent SEC Documents and none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2018 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms forms, exhibits and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. Aside from the eligibility requirement pertaining to the aggregate market value of the voting and non-voting common equity held by non-Affiliates of Parent, as of the date of this Agreement, Parent is eligible to use a Form S-3 for primary offerings of its securities for cash. 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 Parent 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2July 1, 2020 2006, including all amendments thereto (collectively, the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. 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 , except to the extent corrected: (A) in the case of Parent 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 filed or information is furnished, supplied furnished on or otherwise made available prior to the SEC.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 (B) in the case

SEC Filings; Financial Statements. Undisclosed ---------------------------------------------- Liabilities. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent The Company has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, statements, ----------- schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms registration statements and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was be filed with the Securities and Exchange Commission (the "SEC") since November 1, 1996 (the --- "SEC Reports"), each of 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 date so filed or as amended. No subsidiary of the Company is required to file any form, report, statement, schedule, registration statement or other document with the SEC. No SEC Report, when filed (or, if amended or superseded by a filing prior to the date of this AgreementAgreement or of the Closing Dates, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. The certifications and statements required Except to the extent revised or superseded by a subsequent filing with the SEC (i) Rule 13a-14 under a copy of which has been provided to Acquisition prior to the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 date hereof), none of the Xxxxxxxx-Xxxxx Act) relating SEC Reports filed prior to the Parent SEC Documents (collectivelydate hereof 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 statements therein, in the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7light of the circumstances under which they were made, 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 SECnot misleading.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2021 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. The certifications and statements required by 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 Parent 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 3.7‎‎3.7, 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. Parent has made available to the Company true and complete copies of all correspondences, other than transmittal correspondences, between the SEC, on the one hand, and Parent, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters by or on behalf of Parent other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect to the Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or internal investigations pending or threatened, including with regard to any accounting practices of Parent.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement and definitive proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since December 2January 1, 2020 1999 (the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (Section 906 except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-Xxxxx Actend audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) relating to fairly present the consolidated financial position of Parent SEC Documents (collectively, and its consolidated subsidiaries as of the “Certifications”) are accurate respective dates thereof and complete the consolidated results of operations of Parent and comply as to form and content with all applicable Laws. As used in this Section 3.7, its consolidated subsidiaries for 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 SECperiods covered thereby.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, proxy statements, Certifications statement (as defined belowon a form other than Form S-8) and other statements, reports, schedules, forms and other documents definitive proxy statement filed by Parent with the SEC since December 2between May 15, 2020 1996 and the date of this Agreement (the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (Section 906 in the case of unaudited statements) as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and are subject to year-Xxxxx Actend audit adjustments (which are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) relating to fairly present the consolidated financial position of Parent SEC Documents (collectively, and its subsidiaries as of the “Certifications”) are accurate respective dates thereof and complete the consolidated results of operations of Parent and comply as to form and content with all applicable Laws. As used in this Section 3.7, its subsidiaries for 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 SECperiods covered thereby.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxSince January 1, Parent has delivered or made available to the Company accurate and complete copies of 2022, all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed with the SEC under the Exchange Act by Parent or its officers with (the “Parent SEC Documents”) have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2022, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent, except for such correspondence, comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxSince January 1, 2012, Parent has delivered filed with, or made available to the Company accurate and complete copies of otherwise furnished to, as applicable, all registration statements, prospectuses, forms, reports, definitive proxy statements, Certifications (as defined below) schedules and other statementsdocuments required to be filed with or furnished by it to the SEC pursuant to the Securities Act or the Exchange Act, reportsas the case may be, schedules, forms 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 Parent with or furnished by Parent to the SEC SEC, together with any supplements, modifications and amendments thereto since December 2the time of filing, 2020 (collectively, the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of their respective filing dates and, if supplemented, modified or amended since the time it was filed with the SEC (orof filing, if amended or superseded by a filing prior to the date as of this Agreement, then on the date of such filingsupplement, modification or amendment (and at the time of effectiveness, in the case of registration statements, and at the time of the applicable shareholder meeting, in the case of proxy statements), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may bei) and, as of the time they were filed, none of the Parent SEC Documents contained did 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 made therein, in light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act , and (ii) 18 U.S.C. §1350 (complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act) relating . As of the date of the Original Agreement, no Parent Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of the date of the Original Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Parent 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 SECDocuments.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2021 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2021, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2020, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the The SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of contains all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2013, including all amendments thereto (collectively, the “Parent SEC Documents”). All material Since January 1, 2013, all statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basisfiled. None of Parent’s Subsidiaries is currently 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), ): (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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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 mademade and taking into account the requirements applicable to the respective Parent SEC Document, not 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 , except to the extent corrected in the case of Parent 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 filed or information is furnished, supplied furnished on or otherwise made available prior to the SECdate of this Agreement that were amended or superseded on or prior to the Closing Date, by the filing or furnishing of the applicable amending or superseding Parent SEC Document.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company Raven accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2005 (the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other than such documents required to have been filed by Parent or its officers with that can be obtained on the SEC have been so filed on a timely basisSEC's website at xxx.xxx.xxx. 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), ): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and (as the case may beii) and, as of the time they were filed, none of the Parent SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 ss.1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “"Certifications”") are accurate and complete and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.73.5, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms certifications and other documents required to be filed by Parent with the SEC since December 231, 2020 (2022. All such registration statements, forms, reports and other documents are referred to herein as the “Parent SEC Documents”). Reports.” All material statements, reports, schedules, forms and other documents required to have been filed by of the Parent or its officers with the SEC have been so Reports (a) were filed on a timely basis. As of , (b) at the time it was filed with the SEC (orfiled, if amended or superseded by a filing prior complied as to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act applicable to such Parent SEC Reports and (as the case may bec) and, as of did not at the time they were filed, none of the Parent SEC Documents contained filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect. The certifications Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Parent SEC Reports at the time filed (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes to such financial statements required or, in the case of unaudited interim financial statements, as permitted by (i) Rule 13a-14 the SEC on Form 10-Q under the Exchange Act Act) and (iic) 18 U.S.C. §1350 (Section 906 fairly presented in accordance with GAAP the consolidated financial position of Parent and its Subsidiaries as of the Xxxxxxxxdates 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-Xxxxx Act) relating to the Parent 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 SECend adjustments.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 231, 2020 2021 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since December 31, 2021, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since December 31, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or NYSE American with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, The Parent has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms certifications and other documents required to be filed by Parent with the SEC since December 2January 1, 2020 (2021. All such registration statements, forms, reports and other documents are referred to herein as the “Parent SEC Documents”). Reports.” All material statements, reports, schedules, forms and other documents required to have been filed by of the Parent or its officers with the SEC have been so Reports (a) were filed on a timely basis. As of , and (b) at the time it was filed with the SEC (orfiled, if amended or superseded by a filing prior complied as to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act applicable to such Parent SEC Reports and (as the case may bec) anddo not, as of the time they were fileddate hereof, none contain a material misstatement or omission except as set forth in disclosures or as would not reasonably be expected to have a Parent Material Adverse Effect. Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Parent SEC Documents contained any untrue statement Reports at the time filed (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) were prepared in accordance with GAAP applied on a material fact or omitted consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes to state a material fact required to be stated therein or necessary in order to make the such financial statements thereinor, in light the case of unaudited interim financial statements, as permitted by the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 SEC on Form 10-Q under the Exchange Act Act) and (iic) 18 U.S.C. §1350 (Section 906 fairly presented in accordance with GAAP the consolidated financial position of Parent and its Subsidiaries as of the Xxxxxxxxdates 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-Xxxxx Act) relating to the Parent 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 SECend adjustments.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, All reports, schedules, forms forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by Parent the Company with the SEC since December 2October 9, 2020 2019 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to ) have been filed by Parent or its officers furnished with the SEC have been so filed on a timely basis. As of the time it was filed or furnished with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, 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 Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and NASDAQ (as the case may be) and, as and the rules and regulations of the time they were filed, SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted omitted, as the case may be, 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers BEA with the SEC have been so filed on a timely basisfiled. 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), ): (i) each of the Parent SEC Documents such 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, none of the Parent SEC Documents such 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. The certifications and consolidated financial statements required by contained in such documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (Section 906 except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and reoccurring year-Xxxxx Actend audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) relating to the Parent SEC Documents (collectivelyfairly present, in all material respects, the “Certifications”consolidated financial position, in all material respect of BEA and its subsidiaries as of the respective dates hereof and the consolidated results of operations of BEA and its subsidiaries for the periods 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) are accurate and complete and comply as disclosed in any document referred to form and content with all applicable Laws. As used above filed or amended after the date of such Form 10-Q, (ii) as disclosed to Vendor's Representative, or (iii) for any changes in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner economy in general (or in the overall industry in which a document BEA operates) or information is furnishedin any stock market or trading system (including, supplied or otherwise made available to without limitation, any change in the SECvalue of any trading indices with respect thereto).

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Acquiror has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms statements and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was be filed with the SEC (orsince November 14, if amended or superseded by a filing prior 1997, and has heretofore made available to the date Company, in the form filed with the SEC since such date, together with any amendments thereto, its (i) prospectus relating to its initial public offering in July 1997, (ii) its Quarterly Reports on Form 10-Q, and (iii) any other reports or registration statements filed by Acquiror (collectively, the "Acquiror SEC Reports"). As of this Agreement, then on their respective filing dates the date of such filing), each of the Parent Acquiror SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) andof 1934, as of amended (the "Exchange Act") and the Securities Act and (ii) did not at the time they were filed, none of the Parent SEC Documents contained filed 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. (b) The certifications financial statements, including all related notes and schedules, contained in the Acquiror SEC Reports (or incorporated by reference therein) fairly present the consolidated financial position of Acquiror as at the respective dates thereof and the consolidated results of operations and cash flows of Acquiror for the periods indicated in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject in the case of interim financial statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxxto normal year-Xxxxx Act) relating to the Parent 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 SECend adjustments.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained Magenta has filed or furnished, as applicable, on the SEC’s website at xxx.xxx.xxxa timely basis all forms, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statementscertifications, Certifications (as defined below) reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC since December 2, 2020 under the Exchange Act or the Securities Act (the “Parent Magenta SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent Magenta SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, and as of the time they were filed, none of the Parent Magenta SEC 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. 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 Parent Magenta 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 3.74.7, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of filed all registration statements, proxy statements, Certifications (as defined below) and other statementsforms, reports, schedulesstatements, forms schedules and other documents required to be filed by it with the SEC since January 1, 2001 (such forms, reports, statements, schedules and other documents, including any such forms, reports, statements, schedules and other documents filed subsequent to the date hereof, being, collectively, the "Parent Reports"). The Parent Reports (i) at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects, and each report subsequently filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied will comply in all material respects respects, with the all 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) anddid not or will not, at the time they were or will be filed, or, if amended, as of the time they were fileddate of such amendment, none of the Parent SEC Documents 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. The certifications and statements No subsidiary of Parent is required by (i) Rule 13a-14 under to file any form, report or other document with the Exchange Act and (ii) 18 U.S.C. §1350 (SEC. Except as set forth in Section 906 4.06 of the XxxxxxxxParent Disclosure Schedule, Parent has not received any non-Xxxxx Act) relating routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the NYSE or any other Governmental Authority or, to the knowledge of Parent, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Parent SEC Documents (collectively, Reports or any of the “Certifications”) are accurate information contained therein. True 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 copies of any manner in which a document such written inquires or information is furnished, supplied or otherwise made available interrogatories have been furnished to the SECCompany, and the Company has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or hearings.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent The Company has delivered or made available to the Company Parent accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent the Company with the SEC since December 2January 1, 2020 2001 (the “Parent Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since January 1, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All material Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, schedules, forms and other documents required to have been filed by Parent the Company or its officers with the SEC have been so filed on a timely basis. As None of the Company’s Subsidiaries is required to file any documents with the SEC. Except as set forth in Part 2.4(a) of the Disclosure Schedule, 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), ): (i) each of the Parent Company SEC 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, none of the Parent Company SEC 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. The certifications and statements required by by: (iA) Rule 13a-14 under the Exchange Act Act; and (iiB) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent Company SEC Documents (collectively, the “Certifications”) are accurate and complete complete, and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.72, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxwxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2February 4, 2020 2021 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of filed all required registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms forms, statements and other documents required to be filed by it with the SEC since December 2003. Parent has made available to the Company a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC since December 2, 2020 (the “Parent SEC DocumentsReports”). All material statements, reports, schedules, forms and other documents required ) prior to have been filed by Parent or its officers with the SEC have been so filed on a timely basisdate of this Agreement. As of their respective dates, the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time it was they were filed with 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 Parent SEC Documents 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 besuperseded) and, as of the time they were filed, none of the Parent SEC Documents 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. The certifications All of such Parent SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and statements required by (i) Rule 13a-14 under as of the date of any amendment to the respective Parent SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate rules 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 SECregulations promulgated thereunder.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2018 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2017, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2016 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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. Parent has never been and is not currently an issuer as such term is described in Rule 144(i) of the Securities Act.

SEC Filings; Financial Statements. All reports, registration statements and definitive proxy statements (a“Company Reports”) Other than such documents that can required to be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to filed by the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (during the “Parent SEC Documents”). All material statements, reports, schedules, forms last two fiscal years and other documents required the interim period prior to have been the date of this Agreement were filed by Parent or its officers with the SEC have been so filed on in a timely basismanner. As of their respective dates, the Company Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (“Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Reports, and (ii) did not at the time it was they were filed with 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 Parent SEC Documents 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 besuperseded) and, as of the time they were filed, none of the Parent SEC Documents 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. The certifications and Each set of financial statements required by (iincluding, in each case, any related notes thereto) Rule 13a-14 under contained in the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply Company Reports complied as to form in all material respects with the published rules and content regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all applicable Laws. As used in this Section 3.7material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the term “file” and variations thereof shall be broadly construed unaudited interim financial statements were, are subject to include any manner in normal adjustments which were not or are not expected to have a document or information is furnished, supplied or otherwise made available to material adverse effect on the SECCompany taken as a whole.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxAs of their respective dates, Parent has delivered or made available to the Company accurate and complete copies of all each registration statementsstatement, report, proxy statements, Certifications statement or information statement (as defined below) and other statementsin Regulation 14C under the Securities Exchange Act of 1934, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 as amended (the “"Exchange Act") of Parent SEC Documents”prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial offering). All material statements, reports, schedules, forms in the form (including exhibits and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was any amendments thereto) filed with the SEC U.S. Securities and Exchange Commission (orthe "SEC") (collectively, if amended or superseded by a filing prior the "Parent Reports") (i) complied as to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act Act, and the rules and regulations thereunder and (as the case may beii) and, as of the time they were filed, none of the Parent SEC Documents contained did 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 made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 Each of the Xxxxxxxxconsolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-Xxxxx Act) relating end audit adjustments), in each case in accordance with GAAP consistently applied throughout the periods indicated, except as may be noted therein. Except as disclosed in writing to the Parent 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 Company or otherwise made available to publicly disclosed by Parent, since the SECdate of the most recent Parent Report, there has not been a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, proxy statements, Certifications statement (as defined belowon a form other than Form S-8) and other statements, reports, schedules, forms and other documents definitive proxy statement filed by Parent with the SEC since December 2between January 1, 2020 1995 and the date of this Agreement (the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. (b) The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (Section 906 in the case of unaudited statements) as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-Xxxxx Actend audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) relating to fairly present the consolidated financial position of Parent SEC Documents (collectively, and its subsidiaries as of the “Certifications”) are accurate respective dates thereof and complete the consolidated results of operations of Parent and comply as to form and content with all applicable Lawsits subsidiaries for the periods covered thereby. 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.3.4

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent The Company has delivered or made available to the Company Parent via XXXXX accurate and complete copies of (i) the Company SEC Documents and (ii) all registration statementscomment letters received by the Company from the Staff of the SEC since July 1, proxy statements2001 and all responses 16. to such comment letters by or on behalf of the Company. Except as otherwise disclosed in the Company SEC Documents filed with the SEC prior to July 1, Certifications (as defined below) and other 2003, all statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2forms, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms certifications and other documents required to have been filed by Parent or its officers the Company with the SEC have been so filed on a timely basis, except where the failure to be timely filed has not resulted in the imposition on or incurrence by the Company, and could not reasonably be expected to result in the imposition on or incurrence by the Company, Parent, the Surviving Corporation or any other Subsidiary of Parent, of any Accrued Liability or Potential Liability. 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), ): (i) each of the Parent Company SEC 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, none of the Parent Company SEC 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. The certifications and statements required by (i) Rule 13a-14 Company is eligible to register shares of Company Common Stock on Form S-2 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Securities Act) relating to the Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxExcept as set forth in Schedule 6.5(a), Parent has delivered or made filed all forms, reports and documents required to be filed with the SEC since January 1, 2011, all of which are available to the Company accurate Purchaser on the website maintained by the SEC at xxxx://xxx.xxx.xxx (the “SEC Website”). All such required forms, reports and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (prior to the date of this Agreement are referred to herein collectively as the “Parent SEC DocumentsReports”). In addition, all documents filed as exhibits to the Parent SEC Reports (“SEC Exhibits”) are available on the SEC Website. All material statements, reports, schedules, forms and other documents required to have been be filed by as SEC Exhibits to the Parent or its officers with the SEC Reports have been so filed on a timely basisfiled. As of their respective filing dates, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such subsequent filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC Documents 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. The certifications and statements required by (i) Rule 13a-14 under Parent is engaged only in the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to business described in the Parent SEC Documents (collectively, Reports and the “Certifications”) are accurate Parent SEC Reports contain a true and complete description in all material respects of the Parent’s 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 SECParent Subsidiary’s business.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxThe Company has filed all forms, Parent has delivered or made available to the Company accurate reports and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been be filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (orthe “Company SEC Reports”). As of any date, the Company will be deemed to have timely filed a report if amended or superseded by a filing prior to (a) it complies with the date of this Agreement, then on the date of such filing), each requirements for an extension of the Parent 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 Documents complied Reports (i) were prepared in all material respects accordance with either the applicable requirements of the Securities Act or the Securities Exchange Act (of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) anddid not, as of at the time they were filed, none or, if amended, as of the Parent SEC Documents contained date of such amendment, 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. The certifications Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type 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 GAAP to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content be reflected or reserved on a balance sheet prepared in accordance 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 SECGAAP.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Monster has delivered or made available to the Company Innovate accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent Monster with the SEC since December 2January 1, 2020 2017 (the “Parent Monster SEC Documents”), other than such documents that can be obtained on the SEC’s website at wxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent Monster or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent Monster SEC 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 the time they were filed, none of the Parent Monster SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent Monster SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.7Article 3, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered filed or made available to the Company accurate and complete copies of furnished, as applicable, on a timely basis all registration forms, statements, proxy statementscertifications, Certifications (as defined below) reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC under the Exchange Act or the Securities Act since December 2January 1, 2020 2018 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, and as of the time they were filed, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. Parent meets the registrant requirements for the use of Form S-3 under the Securities Act. 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered made available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC SEC, including all amendments thereto, since December 2January 1, 2020 2021 (collectively, the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers and directors with the SEC since January 1, 2021, 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 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 (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. The Each of the certifications and statements relating to the Parent SEC Documents required by by: (iA) Rule 13a-14 or Rule 15d-14 under the Exchange Act and Act; (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act; or (C) relating any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are is accurate and complete complete, and comply complies as to form and content in all material respects with all applicable LawsLaw. As used in the introduction to this Article 3 and in this Section 3.73.8, 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 SECSEC or any member of its staff.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2016 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2018, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, 3.4.1. Parent has delivered or made available to the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement and definitive proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since December 2January 1, 2020 2002 (the “"Parent SEC Documents”"). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 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 1933 Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC 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. 3.4.2. The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (Section 906 except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-Xxxxx Actend audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) relating to fairly present the consolidated financial position of Parent SEC Documents (collectively, and its subsidiaries as of the “Certifications”) are accurate respective dates thereof and complete the consolidated results of operations of Parent and comply as to form and content with all applicable Lawsits subsidiaries for the periods covered thereby. 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 SEC3.5.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent The Company has delivered or 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 accurate with the SEC on or since January 1, 2002 and complete copies prior to the date of this Agreement (the "COMPANY SEC REPORTS"), which are all registration statementsthe forms, proxy statementsreports and documents required to be filed by the Company with the SEC since such date; PROVIDED that, Certifications (as defined below) if the 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 and other statementsany forms, reports, schedules, forms reports and other documents filed by Parent the Company with the SEC since December 2after the date of this Agreement (i) complied or will comply in all material respects with the requirements of the Securities Act of 1933, 2020 as amended (the “Parent SEC Documents”"SECURITIES ACT"). All material statements, reportsor the Exchange Act, schedulesas the case may be, forms and other documents required to have been filed by Parent or its officers with the rules and regulations of the SEC have been so filed on a timely basis. As of thereunder applicable thereto, and (ii) did not at the time it was they were filed with the SEC (or, 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 Parent SEC 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 will not at the time they were filed, none of the Parent SEC Documents contained are filed 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, PROVIDED, HOWEVER, that no representation is made with respect to information included in the Company SEC Reports that was provided in writing by Parent or Sub. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 None of the Xxxxxxxx-Xxxxx Act) relating Company's subsidiaries is required to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content file any reports or other documents 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2017 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2017, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other Parent has delivered to the Company accurate and complete copies of all SEC Documents filed by Parent with the SEC since January 1, 2019 (the “Parent 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 3.07(a) of the Parent Disclosure Schedule, Parent has delivered or made available to the Company accurate and complete copies of all material registration statements, proxy statements, Certifications (as defined below) and other statementsCertifications, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedulesexhibits, forms and other documents required to have been filed by Parent or its officers with the SEC (the “SEC Documents”) have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. Aside from the eligibility requirement pertaining to the aggregate market value of the voting and non-voting common equity held by non-Affiliates of Parent, Parent is eligible to use a Form S-3 for primary offerings of its securities for cash. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act Act, and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent 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 3.73.07, the term “file” and variations thereof 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.

SEC Filings; Financial Statements. (aA) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC between November 26, 1997 and the date of this Agreement and will deliver to the Company accurate and complete copies of all such registration statements, proxy statements, Certifications (as defined below) statements and other statements, reports, schedules, forms and other documents filed after the date of this Agreement and prior to the Effective Date (the "PARENT SEC DOCUMENTS"), which are all of the forms, reports and documents required to be filed by Parent with the SEC since December 2November 26, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis1997. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementlater filing, then on the date of such filing), ): (i) each of the Parent SEC Documents filed with the SEC was timely filed and 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, date of such filing and any Parent SEC Documents filed after the date hereof and prior to the Effective Time will so comply; and (ii) none of the Parent SEC 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. (B) The certifications and consolidated financial statements required by contained in the Parent SEC Documents: (i) Rule 13a-14 under complied as to form in all material respects with the Exchange Act published rules and regulations of the SEC applicable thereto; (ii) 18 U.S.C. §1350 were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (Section 906 except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the XxxxxxxxSEC, and except that unaudited financial statements may not contain footnotes and other information required to complete financial statements); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby. All adjustments (consisting of recurring accruals) considered necessary for a fair presentation of the financial statements have been included. The audited consolidated balance sheet of Parent and its subsidiaries for the year ended December 31, 1997 included in the Company's final Prospectus dated February 13, 1998 is sometimes referred to herein as the "PARENT BALANCE SHEET" and the unaudited consolidated balance sheet of Parent and its subsidiaries as of June 30, 1998 included in Parent's Quarterly Report on Form 10-Xxxxx ActQ for the quarter ended June 30, 1998 is sometimes referred to herein as the "PARENT UNAUDITED INTERIM BALANCE SHEET." All financial statements (including any related notes) relating to the Parent contained in Company SEC Documents filed after the date hereof shall meet the conditions set forth in (collectivelyi), the “Certifications”(ii) are accurate and complete and comply as to form and content with all applicable Laws. As used in (iii) of 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.3.3(b). 3.4

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Vital has delivered or made available to the Company Immunic accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent Vital with the SEC since December 2January 1, 2020 2018 (the “Parent Vital SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent Vital or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent Vital SEC 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 the time they were filed, none of the Parent Vital SEC 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. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent Vital SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsLegal Requirements. As used in this Section 3.7Article 3, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company via the EXXXX system accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2021 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at wxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through EXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. As used in this Section 3.74.5, 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. Parent has never been and is not currently an issuer as such term is described in Rule 144(i) of the Securities Act.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2018 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. The certifications and statements required by 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 Parent 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. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Parent, on the other, since January 1, 2018, including all SEC comment letters and responses to such comment letters by or on behalf of Parent other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect to the Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or internal investigations pending or threatened, including with regard to any accounting practices of Parent.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained The Company has Made Available to Parent all material written correspondence between any of the Company Entities on the SEC’s website at xxx.xxx.xxxone hand, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC on the other hand, since December 231, 2020 (the “Parent SEC Documents”)2016. All material statements, reports, schedules, forms and other documents Company SEC Documents required to have been filed or furnished by Parent the Company or its officers with the SEC since December 31, 2016 have been so filed or furnished on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 00x-00 xxxxx xxx 0000 Xxx (xxx Xxxxxxx 000 xx 00 xxx Xxxxxxxx-Xxxxx Xxx); (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, 2016 (collectively, the “Company Certifications”). Each of the Company Certifications was accurate and complete, and complied as to form and content with all Applicable Law at the time such Company Certification was made. 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)filing or, each in the case of any Company SEC Document that is a registration statement filed pursuant to the requirements of the Parent 1933 Act, as of the effective date of such Company SEC Documents Document): (A) each Company SEC Document complied in all material respects with the applicable requirements of the Securities 1933 Act or the Exchange 1934 Act (as the case may be); and (B) and, as of the time they were filed, none of the Parent no Company SEC Documents Document 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2019 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2019, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2017, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. 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 filed, furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, All reports, schedules, forms forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by Parent the Company with the SEC since December 2October 9, 2020 2019 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to ) have been filed by Parent or its officers furnished with the SEC have been so filed on a timely basis. As of the time it was filed or furnished with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, 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 Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and NASDAQ (as the case may be) and, as and the rules and regulations of the time they were filed, SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted omitted, as the case may be, 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. 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 Parent 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers CGI 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent registration statements, proxy statements, Certifications (as defined below) and other documents filed by CGI with the SEC Documents since January 1, 2019 (the “CGI SEC Documents”) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may beapplicable) and, to CGI’s Knowledge, as of the time they were filed, none of the Parent CGI SEC 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. 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 XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent CGI SEC Documents (collectively, the “Certifications”) are accurate and complete in all material respects and comply as to form and content in all material respects with all applicable LawsLegal Requirements. As used in this Section 3.73.4, 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 SECSEC or any member of its staff.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 31, 2020 2016 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC 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 the time they were filed, none of the Parent SEC 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. 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 Parent 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. Except as set forth in Section 3.7 of the Parent Disclosure Schedule, the Parent has never been and is not currently an issuer as such term is described in Rule 144(i) of the Securities Act.

SEC Filings; Financial Statements. (a) Other than such documents that can The Company has filed all reports required to be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with it under the SEC since December 2Exchange Act, 2020 including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (the foregoing materials being collectively referred to herein as the “Parent SEC DocumentsFilings”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed ) on a timely basisbasis or has timely filed a valid extension of such 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 their 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 Parent SEC Documents Filings complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (as and the case may be) and, as rules and regulations of the time they were filedCommission promulgated thereunder, and none of the Parent SEC Documents 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. The certifications and financial statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxCompany included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-Xxxxx Act) relating to end audit adjustments and the Parent 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 SECabsence of footnotes.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since December 2January 1, 2020 2018 (the “Parent SEC Documents”), except for documents that have been filed electronically on EXXXX and can be obtained on the SEC’s website at wxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by Parent or 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 a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) ), including in each case, the rules and regulations promulgated thereunder, and, as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC 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. 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 XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the any Parent 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 3.73.7(a), the term “file” and variations thereof 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxxSince January 1, 2012, Parent has delivered filed with, or made available to the Company accurate and complete copies of otherwise furnished to, as applicable, all registration statements, prospectuses, forms, reports, definitive proxy statements, Certifications (as defined below) schedules and other statementsdocuments required to be filed with or furnished by it to the SEC pursuant to the Securities Act or the Exchange Act, reportsas the case may be, schedules, forms 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 Parent with or furnished by Parent to the SEC SEC, together with any supplements, modifications and amendments thereto since December 2the time of filing, 2020 (collectively, the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of their respective filing dates and, if supplemented, modified or amended since the time it was filed with the SEC (orof filing, if amended or superseded by a filing prior to the date as of this Agreement, then on the date of such filingsupplement, modification or amendment (and at the time of effectiveness, in the case of registration statements, and at the time of the applicable shareholder meeting, in the case of proxy statements), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may bei) and, as of the time they were filed, none of the Parent SEC Documents contained did 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 made therein, in light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act , and (ii) 18 U.S.C. §1350 (complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act) relating . As of the date hereof, no Parent Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Parent 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 SECDocuments.

SEC Filings; Financial Statements. (a) Other than such The Company has filed all forms, reports and documents that can required to be obtained on filed with the SEC’s website at xxx.xxx.xxxSEC since January 1, Parent has delivered or made available 2012 pursuant to the Company accurate Securities Act and complete copies of all registration statementsthe Exchange Act (the forms, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms reports and other documents filed by Parent with since January 1, 2012 and those filed subsequent to the SEC since December 2date hereof, 2020 (including any amendments thereto, collectively, the “Parent Company SEC DocumentsReports”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on 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 filingCompany SEC Reports were amended, then as of the date of effectiveness of such amendment), each of the Parent Company SEC Documents Reports (i) complied as to form in all material respects with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be) and, and the rules and regulations promulgated thereunder, in each case, as of in effect on the time they were fileddate so filed or effective, none of the Parent SEC Documents contained and (ii) did not contain any untrue statement of a material fact or omitted 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 misleadingmisleading as of its filing date or effective date (as applicable). The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 No Subsidiary of the Xxxxxxxx-Xxxxx Act) relating Company has filed, or is required to file, any form, report or other document with the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable LawsSEC. As used in this Section 3.73.07, 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.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company accurate and the Shareholders a correct and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") on or after January 1, 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all registration statementsthe forms, proxy statements, Certifications (as defined below) reports and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since December 2such date; provided that, 2020 (if Parent amends any of the “Parent SEC Documents”)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. All material statementsAs of their respective dates, reportsthe Parent SEC Reports and any forms, schedules, forms reports and other documents required to have been filed by Parent and Sub after the date of this Agreement (i) complied or its officers will comply in all material respects with the SEC have been so filed on a timely basis. As requirements of the time it was filed with Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (or, ii) did not at the time they were filed (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 Parent SEC 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 will not at the time they were filed, none of the Parent SEC Documents contained are filed 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. 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 , provided, however, that no representation is made with respect to information included in the Parent SEC Documents (collectively, Reports that was provided in writing by 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 SECCompany.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent Naked has delivered or made available to the Company accurate Bendon a correct and complete copies copy of all each report, registration statements, statement and definitive proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since December 2, 2020 (the “Parent SEC Documents”). All material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed Naked with the SEC (orthe “Naked SEC Reports”), which are all the forms, reports, registration statements and documents required to be filed by Naked with the SEC prior to the date of this Agreement. All Naked SEC Reports required to be filed by Naked in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates Naked SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Naked SEC Reports, and (ii) did not at the time they were filed (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 Parent SEC Documents 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 besuperseded) and, as of the time they were filed, none of the Parent SEC Documents 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. Except to the extent set forth in the preceding sentence, Naked makes no representation or warranty whatsoever concerning any Naked SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act and (iiB) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act) relating to the Parent Naked SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used laws or rules of applicable governmental and regulatory authorities 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 SECall material respects.

SEC Filings; Financial Statements. (a) Other than such documents that can be obtained The Company has Made Available to Parent all material written correspondence between any of the Company Entities on the SEC’s website at xxx.xxx.xxxone hand, Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC on the other hand, since December 231, 2020 (the “Parent SEC Documents”)2016. All material statements, reports, schedules, forms and other documents Company SEC Documents required to have been filed or furnished by Parent the Company or its officers with the SEC since December 31, 2016 have been so filed or furnished on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15x-00 xxxxx xxx 0000 Xxx (xxx Xexxxxx 000 xx xxx Xxxxxxxx-Xxxxx Xxx); (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, 2016 (collectively, the “Company Certifications”). Each of the Company Certifications was accurate and complete, and complied as to form and content with all Applicable Law at the time such Company Certification was made. 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)filing or, each in the case of any Company SEC Document that is a registration statement filed pursuant to the requirements of the Parent 1933 Act, as of the effective date of such Company SEC Documents Document): (A) each Company SEC Document complied in all material respects with the applicable requirements of the Securities 1933 Act or the Exchange 1934 Act (as the case may be); and (B) and, as of the time they were filed, none of the Parent no Company SEC Documents Document 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. 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 Parent 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.