Common use of Certain Activities Clause in Contracts

Certain Activities. (a) Except as set forth in the Parent SEC Reports filed prior to the date hereof (without giving effect to any amendment to any such Parent SEC Report filed on or after the date hereof and excluding any disclosures that contain general cautionary, predictive or forward-looking statements set forth in any section of a Parent SEC Report entitled “risk factors” or constituting “forward-looking statements” or any other sections of such filings), since September 30, 2009, there have not been any events, developments or occurrences (nor have any facts become known) that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (b) Parent Sub was organized solely for the purpose of entering into this Agreement and consummating the Contemplated Transactions and has not engaged in any activities or business, and has incurred no liabilities or obligations whatsoever, in each case, other than those incident to its organization and the execution of this Agreement and the consummation of the Contemplated Transactions.