Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date 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SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to since such date; PROVIDED that, if Parent amends any of the date of Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared in accordance and complied or will comply 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 Reportsthereto, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended filing) or superseded) will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes PROVIDED, HOWEVER, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement be filed by Parent since January 1, 2002 with the SEC (collectively, the "Parent SEC Reports"). The Parent SEC Reports, which are including all the forms, reports and documents required to be filed by Parent with the SEC after the date hereof and prior to the date of this Agreement. As of their respective dates the Parent SEC Reports: Acquisition Merger Effective Time, (i) were and, in the case of Parent SEC Reports filed after the date hereof, will be, prepared in accordance and complied in all material respects in accordance with the applicable requirements of the Securities Act or and 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 they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing filing) 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 so amended or superseded) of the time they are filed, contain any untrue statement of a material fact or 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. Except None of the Subsidiaries of Parent is required to file any forms, report, schedules or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 2001 (the "Parent PARENT SEC ReportsREPORTS")) and prior to the date of this Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such time. As of their respective dates the The Parent SEC Reports: (i) were and will be 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, promulgated thereunder; and (ii) did not and will not at the time they were filed of filing thereof (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such filing and as so amended amendment or supersededsuperseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after December 31, 1999 and prior to the date of this Agreement (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. As of their respective dates the The Parent SEC Reports: 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 they were filed (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended amendment or supersededsuperceded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to since such date; provided that, if Parent amends any of the date of Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared in accordance and complied or will comply 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 Reportsthereto, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended filing) or superseded) will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes provided, however, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has filed all required registration statements, reports, schedules, forms, statements and other documents required to be filed by it with the SEC. Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement report filed by Parent with the SEC (the "“Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC ”) prior to the date of this Agreement. As of their respective dates 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the All of such Parent SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any time other than amendment to the time they were filedrespective Parent SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) Parent has made available to filed with the Company and the Stockholders a correct and complete copy of each reportSEC all reports, schedules, registration statement statements and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents statements required to be filed by Parent with the SEC prior to since January 1, 2001 (the date “Parent SEC Reports”); provided that, if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared in accordance and complied or will comply in all material respects with the applicable 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 Reportsthereto, in each case as in effect on the date of the applicable filing, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended filing) or superseded) will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes provided, however, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement timely filed by Parent with the all SEC (the "Parent SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Parent with since January 1, 2012 (the SEC prior to the date of this Agreement. As of their respective dates the “Parent SEC Reports: ”). The Parent SEC Reports (i) were prepared in accordance and at the time filed, complied in all material respects with the applicable requirements of the Securities Act Laws and other applicable Laws, except to the extent updated, amended, restated or the Exchange Act, as the case may be, and the rules and regulations of corrected by a subsequent SEC Document filed or furnished to the SEC thereunder applicable to such by Parent SEC Reports, and (ii) did not not, at the time they were filed (and or, if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof, and as so amended or supersededin the case of proxy statements, at the date of the mailing of such proxy statement) contain any untrue statement of a material fact or 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. Except As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as and (ii) to the Knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file any time other than the time they were filedSEC Documents.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement. As of their respective dates 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 they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the Staff of the SEC with respect to any of the Parent SEC Reports.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC prior to since January 1, 1999 through the date of this Agreement. As Agreement (collectively, the "Parent SEC Reports"), and Parent has made available to the Company true and correct copies of their respective dates the Parent SEC Reports: . As of the respective dates they were filed, (i) the Parent SEC Reports were prepared in accordance prepared, and complied all forms, reports and documents filed with the SEC after the date of this Agreement and prior to the Effective Time will be prepared, in all material respects in accordance with the requirements of the Securities Act 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 none of the time they were Parent SEC Reports contained, nor will any forms, reports and documents filed (and if amended or superseded by a filing prior to after the date of this Agreement then on and prior to the date of such filing and as so amended or superseded) contain Effective Time contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except No Parent Subsidiary is required to file any form, report or other document with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after June 17, 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince that date. As of their respective dates dates, the Parent SEC Reports: Reports (iA) 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 (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's Subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement. As of their respective dates the Parent SEC Reports: 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Signing Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "‘‘Parent SEC Reports"’’), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC ”) prior to the date of this Agreement. As Except for the omission of a liability associated with the issuance of the Common Stock Purchase Warrants of Parent that were sold with each share of Parent’s Common Stock in Parent’s initial public offering that may be required to be recorded under EITF 00-19, as of their respective dates 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning (i) the Parent SEC Reports as of any time other than the time they were filedfiled or (ii) the Financial Statements.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed by Parent with the SEC for the 36 months prior to the date of this Agreement. As of their respective dates (and with respect to Parent SEC Reports filed prior to December 28, 2005, to the knowledge of Parent), 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Except as set forth in Section 2.6(a) of the Parent Disclosure Schedule, Parent has made available to the Company and the Stockholders a correct and complete copy of each reporttimely filed or furnished, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports")as applicable, which are all the forms, reports statements, certifications, reports, documents, proxy statements and documents exhibits and any amendments thereto required to be filed by Parent with the SEC prior since October 1, 2006 (collectively with all forms, reports, statements, documents, proxy statements and exhibits filed or furnished subsequent to the date of this Agreement, and any amendments thereto, the “Parent SEC Reports”). As The Parent SEC Reports (i) complied in all material respects, or, if not yet filed or furnished, will comply, as of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects of filing with the SEC, 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 Reports, and (ii) did not at the time they were filed (and do not, as amended and supplemented, if amended applicable, or, if not yet filed or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) furnished, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent as set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning Schedule 2.6(a) of the Parent SEC Reports as Disclosure Schedule, none of Parent’s Subsidiaries is required to file any time form, report, proxy statement or other than document with the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement timely filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior Securities Exchange Commission (the “SEC”) since January 1, 2007, including, without limitation, all exhibits required to be filed therewith, and has made available to the Company true, complete and correct copies of all of the same so filed (including any forms, reports and documents incorporated by reference therein or filed after the date of this Agreementhereof, the “Parent SEC Reports”). As of their respective dates the The Parent SEC Reports: (i) were prepared in accordance and at the time filed complied (or will comply when filed, as the case may be) in all material respects with the applicable requirements of the Securities Act or and/or the Exchange ActAct and the rules and regulations promulgated thereunder, as and with the case may beSxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC thereunder promulgated thereunder, in each case applicable to such Parent SEC Reports, Reports at the time they were filed; and (ii) did not at the time they were filed (and or, if later filed, amended or superseded by a filing prior to the date of this Agreement superseded, then on the date of such filing and as so amended or supersededlater filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders Seller a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 2005 (the "“Parent SEC Reports")”) and prior to the date of this Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC prior to Securities and Exchange Commission (the date of this Agreement“SEC”) since such time. As of their respective dates the Parent SEC Reports: (i) were and will be 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, promulgated thereunder; and (ii) did not and will not at the time they were filed of filing thereof (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such filing and as so amended amendment or supersededsuperseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent’s Subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company and the Stockholders a correct accurate and complete copy copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Parent with the SEC between January 1, 1996 and the date of this Agreement (the "Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC prior to the date 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 Actor, 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 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 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 as so amended or superseded(ii) contain none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning None of the Parent SEC Reports as Documents, the representations made in this Agreement, and the provisions of the Parent Disclosure Schedule, when read together, contains any time other than untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the time statements therein, in the light of the circumstances under which they were filedmade, not misleading.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed by Parent with the SEC for the 36 months prior to the date of this Agreement. As of their respective dates (and with respect to Parent SEC Reports filed prior to September 30, 2004, to the knowledge of Parent), 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Since January 1, 2020, Parent has made available to the Company and the Stockholders filed or furnished, as applicable, on a correct and complete copy of each reporttimely basis, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports")all forms, which are all the formsstatements, certifications, reports and documents required to be filed or furnished by Parent it with the SEC prior to under the date of this AgreementExchange Act or the Securities Act (the “Parent SEC Documents”). As of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects time it was filed with the requirements of the Securities Act or the Exchange ActSEC (or, 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 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 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 so amended or superseded) contain of the time they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except 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 extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports Documents (collectively, the “Certifications”) are accurate and complete and comply as of to form and content with all applicable Laws. As used in this Section 4.7, the term “file” and variations thereof shall be broadly construed to include any time other than manner in which a document or information is furnished, supplied or otherwise made available to the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement timely filed by Parent with the SEC Securities and Exchange Commission (the "Parent SEC Reports"), which are “SEC”) all the forms, reports and documents required to be filed by Parent with it since its initial public offering in October 1999 (the SEC prior to the date of this Agreement. As of their respective dates the “Parent SEC Reports: ”). The Parent SEC Reports (ia) were prepared in accordance and complied in all material Material respects with the requirements of the Securities 1933 Act or and the Exchange Act, 1934 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 be at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing filing) and (b) did not as so of the time they were filed (or if amended or supersededsuperseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material 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 Parent has timely filed all required forms, reports and documents required to be filed with the extent set forth in SEC and the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedNASD.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 2003 (the "“Parent SEC Reports")”) and prior to the date of this Agreement, which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such time. As of their respective dates the Parent SEC Reports: (i) were and will be 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, promulgated thereunder; and (ii) did not and will not at the time they were filed of filing thereof (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such filing and as so amended amendment or supersededsuperseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent’s subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (ai) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement report filed by Parent with the SEC Securities and Exchange Commission (the "“SEC”) (the “Parent SEC Reports"”), on or since February 8, 2005, which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. To the knowledge of Parent, Plan Sponsor (as defined in the Parent SEC Reports) has complied, and will continue to comply, with all of its obligations under the Plan (as defined in the Parent SEC Reports).

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and documents required to be filed by Parent with the SEC prior to since January 1, 2005 (collectively, the date of this Agreement. As of their respective dates the “Parent SEC Reports: ”) pursuant to the federal securities Laws and Regulations of the SEC promulgated thereunder, and all Parent SEC Reports have been filed in all material respects on a timely basis. The Parent SEC Reports (iincluding any financial statements or schedules included or incorporated by reference therein) were prepared in accordance accordance, and complied as of their respective filing dates in all material respects respects, with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations Regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement hereof, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentenceNone of Parent’s Subsidiaries, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than Protection One Alarm Monitoring, Inc., has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct accurate and complete copy 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 January 1, 2000 and the date of this Agreement (the "Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Parent with the SEC prior to the date 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 Actor, 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 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 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) none of the Parent SEC Documents contained as so amended or superseded) contain of the date they were filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth , except insofar as any such statements were corrected in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the any subsequently filed Parent SEC Reports as Documents. Parent is eligible to use Form S-3 for registration of any time other than securities of Parent under the time they were filedSecurities Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "“Parent SEC Reports"”), which which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed by Parent with the SEC for the 36 months prior to the date of this Agreement. As of their respective dates (and with respect to Parent SEC Reports filed prior to June 30, 2005, to the knowledge of Parent), 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (ai) Parent SEC Documents. Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the SEC prior since January 1, 2012 (the forms, reports and documents filed since January 1, 2012 and those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Parent SEC Documents”). Each of this Agreement. As of their respective dates the Parent SEC Reports: Documents (i) were prepared in accordance and at the time of its filing complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as Act and the case may be, Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder applicable to such the Parent SEC ReportsDocuments or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Documents and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Documents or necessary in order to make the statements thereinin such Parent SEC Documents, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Signing Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent it with the Securities and Exchange Commission (the "SEC") (collectively, the "Parent SEC Reports"). As of the respective dates they were filed, (i) the Parent SEC Reports filed prior to the date of this Agreement. As of their respective dates the Agreement were prepared, and all Parent SEC Reports: (i) were prepared in accordance Reports filed with the SEC after the date of this Agreement and complied prior to the Effective Time will be prepared, in all material respects respects, in accordance 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 none of the time they were Parent SEC Reports filed (and if amended or superseded by a filing prior to the date of this Agreement then on contained, nor will any Parent SEC Reports filed after the date of such filing this Agreement and as so amended or superseded) contain prior to the Effective Time contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made or will make available to the Company and the Stockholders a correct true and complete copy of each reportits latest Annual Report on Form 10-K, registration statement and definitive proxy statement statement, annual report to shareholders and all periodic reports filed by Parent with the SEC Securities and Exchange Commission ("SEC") since the end of Parent's last fiscal year (collectively, as supplemented and amended since the time of filing, the "Parent SEC Reports"). The Parent SEC Reports, which are including all the forms, reports and documents required to be Parent SEC Reports filed by Parent with the SEC prior to after the date of this Agreement. As of their respective dates the Parent SEC Reports: , (i) were or will be prepared in accordance and complied in all material respects with the all applicable requirements of the Securities Act or and 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 they were filed (and if amended or superseded by a filing prior to will not at the date of this Agreement then on the date of such filing and as so amended or superseded) time they are filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Parent SEC Report filed prior to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the date of this Agreement which was superseded by a subsequent Parent SEC Reports as Report filed prior to the date of any time other than the time they were filedthis Agreement.

SEC Filings; Financial Statements. (a) Parent Key has made available to the Company and the Stockholders Members a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent Key with the SEC (the "Parent “Key SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent Key with the SEC prior to the date of this AgreementAgreement and which were filed on a timely basis. As of their respective dates the Parent Key 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 Key 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 then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent Key makes no representation or warranty whatsoever concerning the Parent Key SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company and (including through the Stockholders a correct SEC XXXXX system) accurate and complete copy copies (including copies of exhibits, subject to confidential treatment requests that have been submitted to the SEC) of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports")between January 1, which are all the forms, reports 1999 and documents required to be filed by Parent with the SEC prior to the date of this AgreementAgreement (the “Parent SEC Documents”). As of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects time it was filed with the requirements of the Securities Act or the Exchange ActSEC (or, 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 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 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 as so amended (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or superseded) 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. Since June 30, 2002, there has not occurred any material adverse event, condition or circumstance related to Parent that would cause the Parent SEC Reports to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports misleading as of any time other than the time they were fileddate of this Agreement.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement. As of their respective dates dates, the Parent SEC Reports: (i) were timely filed and 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (ai) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to since such date; provided that, if Parent amends any of the date of Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports (iA) 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 Reportsthereto, and (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes provided, however, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 2007, and has made available to Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof, but prior to the date of this Agreement. Closing Date) are referred to herein as the "Parent SEC Reports." As of their respective dates dates, the Parent SEC Reports: 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 they were filed (and or if amended or superseded by a filing prior to the date of this Agreement filing, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except , except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the corrected by a subsequently filed Parent SEC Reports as of any time other than the time they were filedReport.

SEC Filings; Financial Statements. (a) Parent a. IGPAC has made available to the Company and the Stockholders Parent a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent IGPAC with the SEC (the "Parent “IGPAC SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent IGPAC with the SEC prior to the date of this Agreement. As of their respective dates the Parent IGPAC 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 IGPAC 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 then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent IGPAC makes no representation or warranty whatsoever concerning the Parent IGPAC SEC Reports as of any time other than the time they were filed. IGPAC has timely made all filings required by the Securities Act or the Exchange Act and the rules and regulations of the SEC.

SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent Buyer with the SEC (the "Parent “Buyer SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent Buyer with the SEC prior to the date of this Agreement. As of their respective dates the Parent Buyer 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 Buyer 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 then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent Buyer makes no representation or warranty whatsoever concerning the Parent Buyer SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a complete and the Stockholders a correct and complete accurate copy of each report, schedule, registration statement statement, proxy and definitive proxy statement information statements and other documents filed by Parent with the SEC since December 31, 1997 (each, a "PARENT SEC REPORT" and collectively, the "Parent PARENT SEC ReportsREPORTS"), which are all the formsreports, reports schedules, registration statements, proxy and information statements and other documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. As of their respective dates the The Parent SEC Reports: 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 they were filed (and or, if such Parent SEC Report was amended or superseded by a filing prior to the date of this Agreement another filing, then on the date of filing of such filing and as so amended amendment or supersededsuperceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders Members a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this AgreementAgreement and which were filed on a timely basis. 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which which, to Parent's knowledge, are all the forms, reports and documents required to be filed by Parent with the SEC for the 36 months prior to the date of this Agreement. As of their respective dates dates, to Parent's knowledge, 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent Noble has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement report filed by Parent Noble (the “SEC Reports”) with the SEC Securities and Exchange Commission (the "Parent SEC Reports"“SEC”), on or since April 28, 2008, which are all the forms, reports and documents required to be filed by Parent Noble with the SEC prior to the date of this Agreementsince such date. As of their respective dates 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 not, at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent Noble makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to (collectively, the date of this Agreement. As of their respective dates the "Parent SEC Reports: "). The Parent SEC Reports (i) at the time they were prepared in accordance and filed, complied as to form 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 they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required require 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, Parent makes and Sub make no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. None of the Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement. As of their respective dates dates, the Parent SEC Reports: (i) were timely filed and 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "Parent PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to since such date; PROVIDED that, if Parent amends any of the date of Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared in accordance and complied or will comply 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 Reportsthereto, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended filing) or superseded) will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes PROVIDED, HOWEVER, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement timely filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents filed or required to be filed by Parent with the SEC prior to since December 9, 1999 (collectively, the date of this Agreement. As of their respective dates "Parent SEC Reports") and has made the Parent SEC Reports: Reports available to the Company. The Parent SEC Reports (i) were prepared in accordance and at the time filed, complied in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934 (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 they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or 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. Except There is no fact, event or circumstance that has occurred since the date of the last Parent SEC Report, or that now exists, that (i) would have been required to be disclosed in a Parent SEC Report, if it had occurred prior to the extent set forth date thereof, or (ii) has had a material adverse effect individually or in the preceding sentenceaggregate on the business, Parent makes no representation finances, operations or warranty whatsoever concerning the Parent SEC Reports as prospects of any time other than the time they were filedParent.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a complete and the Stockholders a correct and complete accurate copy of each report, schedule, registration statement statement, proxy and definitive proxy statement information statements and other documents filed by Parent with the SEC since December 31, 1997 (each, a "Parent SEC Report" and collectively, the ----------------- "Parent SEC Reports"), which are all the formsreports, reports schedules, registration ------------------ statements, proxy and information statements and other documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. As of their respective dates the The Parent SEC Reports: 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 they were filed (and or, if such Parent SEC Report was amended or superseded by a filing prior to the date of this Agreement another filing, then on the date of filing of such filing and as so amended amendment or supersededsuperceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the United States Securities and Exchange Commission ("SEC") and has heretofore delivered to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 2000, (iii) all other reports or registration statements filed by Parent with the SEC prior since December 31, 2000, and (iv) all amendments and supplements to all such reports or registration statements filed by parent with the date of this AgreementSEC (collectively, the "PARENT SEC REPORTS"). As of their respective dates the The Parent SEC Reports: Reports (i) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any forms, reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has filed with the SEC and made available to the Company or its representatives complete and the Stockholders a correct and complete copy copies of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents required to be filed by Parent with the SEC prior to since January 1, 2005 (collectively, the “Parent SEC Reports”). The Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement. As of their respective dates Agreement until the Parent SEC Reports: Closing (i) were prepared in accordance and at the time filed, complied or will comply in all material respects with the applicable requirements of the Securities Act or and 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 or will not at the time they were or are filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or 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 or are made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (ai) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to since such date; provided that, if Parent amends any of the date of Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this AgreementAgreement was not true when made or became untrue thereafter. As of their respective dates dates, the Parent SEC Reports: Reports (iA) 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 Reportsthereto, and (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes provided, however, that no representation or warranty whatsoever concerning is made with respect to information included in the Parent SEC Reports as of any time other than that was provided in writing by the time they were filedCompany.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company and (except to the Stockholders extent available through XXXXX) a correct and complete copy of each report, registration statement and definitive proxy statement filed by the Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by the Parent with the SEC prior to the date of this Agreement. As of their respective dates 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, the Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement. As of their respective dates 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent Buyer has made available to Company through the Company and the Stockholders SEC web site a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent Buyer with the SEC (for the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC 36 months prior to the date of this AgreementAgreement (the "Buyer SEC Reports"). Buyer is, and as of the date immediately prior to the Closing Date, shall be current in all filings required by the SEC. As of their respective dates dates, the Parent Buyer SEC Reports: Reports and all filings required to be made with the SEC from the date hereof through the Closing Date (other than any filings required to be made with the SEC with respect to or in connection with this Transaction): (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 Buyer SEC Reports, and (ii) did not not, or will not, at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentencesentences, Parent Buyer makes no representation or warranty whatsoever concerning the Parent Buyer SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after June 30, 1999 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. As of their respective dates the The Parent SEC Reports: 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 they were filed (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing and as so amended amendment or supersededsuperceded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC prior since the effective date of the registration statement for Parent's initial public offering. All such required forms, reports and documents (including the registration statement for Parent's initial public offering and such forms, reports and documents that Parent may file subsequent to the date of this Agreement. hereof) are referred to herein as the "Parent SEC Reports." As of their respective dates dates, the Parent SEC Reports: 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 beapplicable, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement filing, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except , except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the corrected by a subsequently filed Parent SEC Reports as of any time other than Report that was filed prior to the time they were filedAgreement Date.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since January 1, 2004, and has made available to Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof, but prior to the date of this Agreement. Closing Date) are referred to herein as the “Parent SEC Reports.” As of their respective dates dates, the Parent SEC Reports: 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 they were filed (and or if amended or superseded by a filing prior to the date of this Agreement filing, then on the date of such filing and as so amended or supersededfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except , except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the corrected by a subsequently filed Parent SEC Reports as of any time other than the time they were filedReport.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "“Parent SEC Reports"”), which which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed by Parent with the SEC prior to the date of this AgreementSEC. As of their respective dates 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 they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or supersededsuperceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a complete and the Stockholders a correct and complete accurate copy of each report, schedule, registration statement statement, proxy and definitive proxy statement information statements and other documents filed by Parent with the SEC since December 31, 1997 (each, a "Parent SEC Report" and collectively, the "Parent SEC Reports"), ----------------- ------------------ which are all the formsreports, reports schedules, registration statements, proxy and information statements and other documents required to be filed by Parent with the SEC prior to the date of this Agreementsince such date. As of their respective dates the The Parent SEC Reports: 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 they were filed (and or, if such Parent SEC Report was amended or superseded by a filing prior to the date of this Agreement another filing, then on the date of filing of such filing and as so amended amendment or supersededsuperceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of Parent's subsidiaries is required to file any reports or other documents with the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filedSEC.