Common use of SEC Matters Clause in Contracts

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, filed all forms, reports and other documents required to be filed by it with the SEC since June January 1, 2010 2004 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act8.1.1 PREPARATION OF S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS. Xxxxxx and Total will, as applicablepromptly as practicable, jointly prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus in connection with the respective votes of the stockholders of Total and Xxxxxx with respect to the Merger, and if the rules parties so agree at the time, the S-4. Xxxxxx and regulations thereunderTotal will, and will cause their accountants and lawyers to, use all formsreasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, reports including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates. Xxxxxx shall also take any action (other documents than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be filed by it taken under any applicable state securities laws in connection with the SEC since June 1issuance of Xxxxxx Shares in the Merger, 2010 (collectivelyand Total shall furnish all information concerning Total and the holders of Total Shares as may be reasonably requested by Xxxxxx in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement/Prospectus. No filing of, or amendment or supplement to, the “Company Reports”)S-4 will be made by Xxxxxx, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by Total, in each case without providing the other party a reasonable opportunity to review and comment thereon. As If at any time prior to the Stockholder Meetings any information relating to Total or Xxxxxx, or any of their respective dates (oraffiliates, if amendeddirectors or officers, supplemented should be discovered by Total or superseded by a filing prior Xxxxxx which should be set forth in an amendment or supplement to either the date of this AgreementS-4 or the Joint Proxy Statement/Prospectus, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did that either such document would not contain include any untrue statement misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Total and Xxxxxx, respectively. Each The parties shall notify each other promptly of the consolidated balance sheets included in receipt of any comments from the Company Reports (including SEC or the related notes and schedules) fairly presented in all material respects the consolidated financial position staff of the Company SEC and its Subsidiaries as of any request by the SEC or the staff of the respective dates thereof SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its representatives, on the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)one hand, and the rules and regulations SEC or the staff of the SEC promulgated thereunder SEC, on the other hand, with respect to the Company Reports that were Joint Proxy Statement/Prospectus, the S-4 or the Merger and (ii) all orders of the SEC relating to the S-4, and will take any other action required or necessary to be accompanied by such certificationstaken under federal or state securities Laws or otherwise in connection with the registration process. For purposes of Total and Xxxxxx each will use its reasonable best efforts to cause the preceding sentence, “principal executive officer” and “principal financial officer” shall have Joint Proxy Statement/Prospectus to be mailed to its respective stockholders at the meanings given to such terms in the Xxxxxxxx-Xxxxx Actearliest practicable date.

SEC Matters. (a) . (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, registration statements, proxy statements, information statements, reports and other documents required to be filed by it with the SEC since June January 1, 2010 (collectively, the “Company Reports”). As of their respective dates (orand, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, registrations, schedules, statements or other documents with the SEC. As of the date of this Agreement, the Company has made available to Parent true, correct, and complete copies of all agreements and all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. Each of the consolidated balance sheets included financial statements in the Company Reports (including the related notes and schedules) (the “Company Financials”) was prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal and recurring year-end audit adjustmentsadjustments which are not expected to be material in amount, and complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The Company has no existing plan to correct or restate nor, to the Company’s Knowledge, is there any basis, facts or circumstances that would reasonably be expected to result in any correction or restatement of, any material aspect of the Company Financials. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Matters. (a) The Sensytech has previously delivered (except to the extent such filings are publicly available on the EXXXX system) to Argon each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Sensytech with the SEC since January 1, 1999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. In addition, Sensytech has previously delivered to Argon all comment letters received by the Company by the SEC staff since January 1, 1999 and all responses to such comment letters by or on behalf of Sensytech. Sensytech has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, filed all forms, reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since June January 1, 2010 1999 (collectively, the “Company Sensytech Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Sensytech Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Sensytech Reports (including the related notes and schedules) fairly presented presents in all material respects the consolidated financial position of the Company Sensytech and its Subsidiaries as of the respective dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Sensytech Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company Sensytech and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustmentsadjustments that were not, or with respect to any such statement contained in any Sensytech Reports to be filed after the date hereof are not reasonably expected to be, material in amount or effect. PriceWaterhouseCoopers LLP (“PWC”), which has expressed its opinion with respect to the financial statements of Sensytech and its Subsidiaries included in the Sensytech Reports (including the related notes) to the extent required by the federal securities laws, is and has been throughout the periods covered by such financial statements “independent” with respect to the Company within the meaning of Regulation S-X and in compliance with subsections (g) through (i) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Section 4.6 of the Sensytech Disclosure Schedule lists all non- audit services performed by PWC for Sensytech and its Subsidiaries since January 1, 1999. The principal executive officer of the Company Sensytech and the principal financial officer of the Company Sensytech (and each former principal executive officer or principal financial officer of the CompanySensytech) have made the certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Sensytech Reports that were required to be accompanied by filed since such certificationscertifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the XxxxxxxxSxxxxxxx-Xxxxx Act. Neither Sensytech nor any of its Subsidiaries has been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, 1999.

SEC Matters. (a) The Company Since August 31, 2006, except as set forth on Exhibit C, AMI has timely filedfiled all reports, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Actschedules, as applicable, and the rules and regulations thereunder, all forms, reports statements and other documents required to be filed by it with the SEC since June 1pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, 2010 (collectively, being hereinafter referred to herein as the “Company ReportsSEC Documents”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded)dates, the Company Reports (i) SEC Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to the SEC Documents, and (ii) did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective dates, the consolidated balance sheets financial statements of AMI included in the Company Reports SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (including except (i) as may be otherwise indicated in such financial statements or the related notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and schedules) fairly presented present in all material respects the consolidated financial position of the Company and its Subsidiaries AMI as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, its operations and cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto andthen ended (subject, in the case of unaudited statements, for to normal year-end audit adjustments). The principal executive officer Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities of the Company and type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the principal aggregate, material to the financial officer condition or operating results of AMI. AMI is in substantial compliance with the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 currently applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect thereunder, that are effective, and intends to comply and, to the Company Reports that were extent, possible, have any prospective acquisitions comply when required to be accompanied by such certifications. For purposes substantially with other applicable provisions of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

SEC Matters. (a) The Company has timely filedfiled with or otherwise furnished to the SEC, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports reports, proxy statements, schedules, statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since June January 1, 2010 (collectively, the “Company ReportsSEC Documents”). None of the Company SEC Documents is the subject of an outstanding SEC comment letter or outstanding SEC investigation as of the date hereof. As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports SEC Documents (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows flows, comprehensive income and stockholdersshareholders’ equity included in the Company Reports SEC Documents (including any related notes and schedules) fairly presents presented in all material respects the results of operations, cash flows or changes in stockholdersshareholders’ equityequity or comprehensive income, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, and were prepared in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports SEC Documents that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June October 1, 2010 2009 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within 8.1.1 Preparation of S-4 and the time periods or extensions thereof prescribed under the Securities Act or the Exchange ActJoint Proxy Statement/Prospectus. Harris and Total will, as applicablepromptly as practicable, jointly prepare anx xxxx with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus in connection with the respective votes of the stockholders of Total and Harris with respect to the Merger, and if the rules parties so agree at txx xxxe, the S-4. Harris and regulations thereunderTotal will, and will cause their accountants and lawyers xx, xxe all formsreasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, reports including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates. Harris shall also take any action (other documents than qualifying to do businexx xx any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be filed by it taken under any applicable state securities laws in connection with the SEC since June 1issuance of Harris Shares in the Merger, 2010 (collectivelyand Total shall furnish all informatixx xxncerning Total and the holders of Total Shares as may be reasonably requested by Harris in connection with any such action and the preparation, fixxxx xnd distribution of the Joint Proxy Statement/Prospectus. No filing of, or amendment or supplement to, the “Company Reports”)S-4 will be made by Harris, and no filing of, or amendment or supplement to the Joint Pxxxx Statement/Prospectus will be made by Total, in each case without providing the other party a reasonable opportunity to review and comment thereon. As If at any time prior to the Stockholder Meetings any information relating to Total or Harris, or any of their respective dates (oraffiliates, if amendeddirectors or officexx, supplemented xhould be discovered by Total or superseded by a filing prior to Harris which should be set forth in an amendment or supplement xx xxxher the date of this AgreementS-4 or the Joint Proxy Statement/Prospectus, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did that either such document would not contain include any untrue statement misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Total and Harris, respectively. Each The parties shall notify each other promptly xx xxe receipt of any comments from the SEC or the staff of the consolidated balance sheets included in SEC and of any request by the Company Reports (including SEC or the related notes and schedules) fairly presented in all material respects the consolidated financial position staff of the Company SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Subsidiaries as of representatives, on the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)one hand, and the rules and regulations SEC or the staff of the SEC promulgated thereunder SEC, on the other hand, with respect to the Company Reports that were Joint Proxy Statement/Prospectus, the S-4 or the Merger and (ii) all orders of the SEC relating to the S-4, and will take any other action required or necessary to be accompanied by such certificationstaken under federal or state securities Laws or otherwise in connection with the registration process. For purposes of Total and Harris each will use its reasonable best efforts to cause the preceding sentence, “principal executive officer” and “principal financial officer” shall have Joint Xxxxx Statement/Prospectus to be mailed to its respective stockholders at the meanings given to such terms in the Xxxxxxxx-Xxxxx Actearliest practicable date.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, registration statements, proxy statements, information statements, reports and other documents required to be filed by it with the SEC since June January 1, 2010 (collectively, the “Company Reports”). As of their respective dates (orand, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, the Company has made available to Parent true, correct, and complete copies of all agreements and all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. Each of the consolidated balance sheets included financial statements in the Company Reports (including the related notes and schedules) (the “Company Financials”) was prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal and recurring year-end audit adjustmentsadjustments which are not expected to be material in amount, and complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The Company has no existing plan to correct or restate nor, to the Company’s Knowledge, is there any basis, facts or circumstances that would reasonably be expected to result in any correction or restatement of, any material aspect of the Company Financials. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June January 1, 2010 2009 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, except as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Matters. (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June January 1, 2010 2009 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.