Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the “time of their filing, the "Company SEC Documents”). As Reports") pursuant to the federal securities Laws and the Regulations of their respective datesthe SEC promulgated thereunder, the and all Company SEC Documents complied Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules Securities Act and regulations of the SEC Regulations promulgated thereunder applicable to such Company SEC Documents and, except to and did not at the extent that information contained in such Company SEC Document has been revised, amended, modified time they were filed (or if amended or superseded (by a filing prior to the date hereof, then on the date of this Agreementsuch filing) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company's Subsidiaries has filed, or is required obligated to file or furnish file, any reportforms, statementreports, scheduleschedules, form, registration statement, proxy statement, certification statements or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary executive officer of the Company is has failed to make the certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to file any Company SEC Document filed or furnish any reportfurnished by the Company with the SEC since January 1, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC2019.

SEC Filings; Financial Statements. (a) Since January 1, 20192016, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2015 (the “Company SEC Documents”)) have been filed with the SEC on a timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, Act (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreementii) by a later filed Company SEC Document, none of the Company SEC Documents contained when filed or furnished contained (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has timely filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2010 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents Reports (i) at the time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of promulgated thereunder, each as in effect on the SEC promulgated thereunder applicable to such Company SEC Documents anddate so filed, except to and (ii) did not, at the extent that information contained in such Company SEC Document has been revisedtime they were filed, or, if amended, modified or superseded (prior to as of the date of this Agreement) by a later filed Company SEC Documentsuch amendment, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary of the Company is required to file or furnish any form, report, statementstatements, schedule, form, registration statement, proxy statement, certification schedules or other document with, or make any other filing with, or furnish any other material to, with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2019 (the “Company SEC Documents”)) have been filed with the SEC on a timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, Act (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreementii) by a later filed Company SEC Document, none of the Company SEC Documents contained when filed or furnished contained (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company Parties with the SEC since January 1, 2016 (as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof) (the “Company SEC Documents”), have been filed with or furnished to the SEC on a timely basis. As of their respective datesthe time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, Act (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreementii) by a later filed Company SEC Document, none of the Company SEC Documents contained when filed or furnished contained (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company’s Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other in compliance in all material to, respects with the SECapplicable provisions of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has timely filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with or to the SEC since January 1, 2007 (together with all exhibits, financial statements and schedules thereto, all information incorporated by reference and any documents filed with or furnished to the SEC on a voluntary basis, the “Company SEC DocumentsReports”). As of their its respective datesdate, or, if amended, as of the date of the last such amendment, each of the Company SEC Documents Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with applicable Law, including the requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx ActAct of 2002, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none Report. None of the Company SEC Documents Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or furnished contained currently contains, and any Company SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted omission 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. No Subsidiary of , except to the extent updated, amended, restated or corrected by a subsequent Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SECSEC Report.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company Parties with the SEC since January 1, 2016 (as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof) (the “Company SEC Documents”)) have been filed with or furnished to the SEC on a timely basis. As of their respective datesthe time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, Act (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreementii) by a later filed Company SEC Document, none of the Company SEC Documents contained when filed or furnished contained (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company’s Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other in compliance in all material to, respects with the SECapplicable provisions of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedulesregistrations, formsstatements, statements certifications and other documents (including exhibits and all other information incorporated therein) required to be filed by it with, or furnished by the Company with to, the SEC for all periods beginning on or after October 1, 2007 (the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents complied Reports were prepared and comply in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx ActSecurities Act of 1933, and did not, as the case may beof their respective dates (or, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, if amended, modified or superseded (prior to as of the date of this Agreement) by a later filed Company SEC Documentsuch amendment), none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since October 1, 2007 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is required to file the subject of ongoing SEC review, outstanding SEC comment or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SECoutstanding SEC investigation.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act in addition to one or furnished more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the “foregoing including filings incorporated by reference therein being referred to herein as the "Company SEC Documents”"). As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act or the Xxxxxxxx-Xxxxx Act, (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreementii) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of event or circumstance has occurred or exists with respect to the Company is required to file or furnish its business, properties, prospects, operations or financial condition, which, under any reportapplicable Legal Requirements, statement, schedule, form, registration statement, proxy statement, certification requires public disclosure or other document with, announcement by the Company but which has not been so publicly announced or make any other filing with, or furnish any other material to, the SECdisclosed.

SEC Filings; Financial Statements. (a) Since January 1The Company and, 2019to the extent applicable, the Company each of its then or current subsidiaries, has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC for periods beginning January 1, 1995 (collectively, the “Company "SEC Documents”Reports"). As Each of their respective datesthe SEC Reports (exclusive of financial statements and any selected or other financial data for periods prior to January 1, 1995, and any Management's Discussion and Analysis of Financial Conditions and Results of Operations applicable to such financial information), at the Company SEC Documents time of its filing, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Actof 1933, as amended (the case may be"Securities Act"), and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except as disclosed in Schedule 3.7(a) to the Company Disclosure Letter, none of the SEC promulgated thereunder Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein but excluding any financial statements and any selected or other financial data for periods prior to January 1, 1995, and any Management's Discussion and Analysis of Financial Conditions and Results of Operations applicable to such Company SEC Documents andfinancial information) contained when filed, or (except to the extent that information contained in such Company SEC Document has been revised, amended, modified revised or superseded (prior to the date of this Agreement) by a later filed Company SEC Documentsubsequent filing with the SEC) contains, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company's subsidiaries is required to file or furnish any reportforms, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192017, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary executive officer of the Company is has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to file any Company SEC Document filed or furnish any reportfurnished by the Company with the SEC since January 1, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC2017.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has made and will make available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished by Company with the Securities and Exchange Commission ("SEC") since the filing of Company's Registration Statement on a timely basis Form F-1 (the "COMPANY SEC REPORTS"), which are all reports, schedules, the forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “since such time. The Company SEC Documents”). As of their respective dates, the Company SEC Documents complied Reports: (i) were and will be prepared in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder; and (ii) did not and will not at the time of filing thereof (and if any Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (Report filed prior to the date of this Agreement) Agreement was amended or superseded by a later filed Company SEC Document, none filing prior to the date of this Agreement then also on the Company SEC Documents when filed date of filing of such amendment or furnished contained superseded filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company's subsidiaries is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits all exhibits, annexes, supplements and all other information incorporated thereinamendments to such documents) required to be filed or furnished by it under the Exchange Act and the Securities Act since January 1, 1998 (collectively, including any such documents filed subsequent to the date of this Agreement, the "Company SEC Reports") and the Company has made available to the Merger Sub each Company SEC Report filed with the SEC Securities and Exchange Commission (the “"SEC"). The Company SEC Documents”). As of their respective datesReports, the Company SEC Documents complied including any financial statements or schedules included or incorporated by reference, (i) comply in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Securities Act of 1933, as amended (the "Securities Act") or both, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such those Company SEC Documents and, except to Reports and (ii) did not at the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later time they were filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade in those Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is subject to the periodic reporting requirements of the Company Exchange Act or is otherwise required to file any documents with the SEC or furnish any report, statement, schedule, form, registration statement, proxy statement, certification national securities exchange or other document with, quotation service or make any other filing with, or furnish any other material to, the SECcomparable Governmental Entity.

SEC Filings; Financial Statements. (a) Since January 1, 20192004, the Company has filed or furnished on a timely basis all reportseach form, schedulesreport, formsdocument, statements schedule, registration statement and other documents (including exhibits and all other information incorporated therein) definitive proxy statement with the SEC required to be filed or furnished by the Company with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as then in effect (the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents complied Reports (i) were filed or furnished on a timely basis, (ii) were prepared in all material respects accordance with the requirements of the Securities Act, Act or the Exchange Act or and the Xxxxxxxx-Xxxxx Actrules and regulations of the SEC then in effect, as the case may be, and (iii) did not at the rules time they were filed or furnished (and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified if amended or superseded (by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company’s subsidiaries is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on furnished, as applicable, in a timely basis manner all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be SEC Reports. As of the time it was filed or furnished by the Company with the SEC (or, if amended or superseded by a filing prior to the “Company date of this Agreement, then on the date of such filing), each of the SEC Documents”). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act or the Xxxxxxxx-Xxxxx Act, (as the case may be) and, and the rules and regulations as of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Documenttime they were filed, none of the Company SEC Documents when filed or furnished Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There are no material outstanding or unresolved comments in comment letters from the staff of the Company is required Division of Corporation Finance of the SEC with respect to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, of the SECSEC Reports.

SEC Filings; Financial Statements. (a) Since January 1December 31, 20192018, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192020, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary executive officer of the Company is has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to file any Company SEC Document filed or furnish any reportfurnished by the Company with the SEC since January 1, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC2020.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC pursuant to the Exchange Act or the Securities Act since May 31, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC DocumentsReports”). As Each of their respective dates, the Company SEC Documents Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, as the case may be, and the any rules and regulations of the SEC promulgated thereunder and any applicable rules and regulations promulgated by the Nasdaq applicable to such the Company SEC Documents andReports. As of their respective dates (or, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (if amended prior to the date of this Agreement) by a later filed Company SEC Documenthereof, none as of the date of such amendment), the Company SEC Documents when Reports did not, and any Company Reports filed with or furnished contained to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January February 1, 20192012, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192013, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192020, the Company has timely filed or furnished on a timely basis all material reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any reportforms, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 20192011, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2015 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendment, exhibits and schedules thereto and all documents incorporated by reference therein, collectively, the “Company SEC DocumentsReports”). As of their respective dates, the The Company SEC Documents Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied as to form in all material respects with either the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of promulgated thereunder, and (ii) did not, at the SEC promulgated thereunder applicable to such Company SEC Documents andtime they were filed, except to the extent that information contained in such Company SEC Document has been revisedor, if amended, modified or superseded (prior to as of the date of this Agreement) by a later filed Company SEC Documentsuch amendment, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification report or other document with, or make any other filing with, or furnish any other material to, with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC (since January 1, 1998. The Company has delivered or made available to Parent, in the “Company SEC Documents”). As of their respective datesform filed with the SEC, the Company SEC Documents complied Reports. The Company SEC Reports (including any financial statements or schedules included therein) filed prior to the Measurement Date ("Company Filed SEC Documents") and all reports or other filings permitted or required to be filed with the SEC thereafter (i) were prepared or will be prepared, as the case may be, in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and (ii) did not or will not, as the rules and regulations of case may be, at the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified time they were filed (or if amended or superseded (by a filing prior to the date of this Agreement, then on the date of such filing) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company's subsidiaries is required to file or furnish any reportforms, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished made available to Parent accurate and complete copies of all annual reports on a timely basis all reportsForm 10-K, schedulesregistration statements, forms, definitive proxy statements relating to meetings of Company's stockholders and other registration statements and other documents (including exhibits reports filed by Company with the SEC, and all other information incorporated therein) required to be amendments thereto ("Company SEC Documents"). All Company SEC Documents have been filed or furnished by the Company with the SEC (the “Company SEC Documents”)on timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act or the Xxxxxxxx-Xxxxx Act, (as the case may be), and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Documents andor any statements, except to the extent that information contained in such Company SEC Document has been revised, amended, modified schedules or superseded (prior to the date of this Agreement) other documents included or incorporated by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished reference therein contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary of the Company is currently required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification report or other document with, or make any other filing with, or furnish any other material to, with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied complied, in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contained, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any reportforms, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has --------------------------------- filed or furnished on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company it with the SEC (since January 1, 1998. The Company has delivered or made available to Parent, in the “Company SEC Documents”). As of their respective datesform filed with the SEC, the Company SEC Documents complied Reports. The Company SEC Reports (including any financial statements or schedules included therein) filed prior to the Measurement Date ("Company Filed SEC Documents") and all reports or other filings permitted or required to be filed with the SEC thereafter (i) were prepared or will be prepared, as the case may be, in all material respects accordance with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and (ii) did not or will not, as the rules and regulations of case may be, at the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified time they were filed (or if amended or superseded (by a filing prior to the date of this Agreement, then on the date of such filing) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Company's subsidiaries is required to file or furnish any reportforms, statement, schedule, form, registration statement, proxy statement, certification reports or other document with, or make any other filing with, or furnish any other material to, documents with the SEC.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis (as applicable) all reports, schedulesregistration statements, forms, statements reports, certifications and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since March 31, 2014 (the “Company SEC Documents”)) at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesfiling or submission dates (after giving effect to any amendments or supplements thereto), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except . Except to the extent that information contained in such any Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed or furnished, as applicable, Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish misleading in any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SECrespect.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the The Company has filed or furnished on a timely basis otherwise transmitted all forms, reports, schedulesstatements, forms, statements certifications and other documents (including exhibits all exhibits, amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by the Company it with the SEC since September 24, 2010 (all such forms, reports, statements, certificates and other documents filed since September 24, 2010, collectively, the “"Company SEC Documents”Reports"). As Each of their respective dates, the Company SEC Documents complied Reports, as amended, complied, and each of the Company SEC Reports filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the Securities Act, Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. As of its filing date, none of the Company SEC Reports filed or that will be filed subsequent to the Xxxxxxxx-Xxxxx Actdate of this Agreement contained or will contain, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents andwhen filed, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of , except to the extent that the information in any Company is required SEC Report has been amended or superseded by a later Company SEC Report filed prior to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SECdate hereof.

SEC Filings; Financial Statements. (a) Since January 1, 2019the IPO Date, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary executive officer of the Company is has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to file any Company SEC Document filed or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, furnished by the SECCompany with the SEC since the IPO Date.

SEC Filings; Financial Statements. (a) Since January 1, 20192021, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this AgreementAgreement Date) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company is required SEC Documents is, to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material tothe Knowledge of the Company, the SECsubject of ongoing SEC review.

SEC Filings; Financial Statements. (a) Since January 1February 5, 20192014, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.

SEC Filings; Financial Statements. (a) Since January 1December 7, 20192018, the Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC.