Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 (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 Reports”). Each of the Company 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 and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 light of the circumstances in which they were made, not misleading. To the Knowledge of the Company, as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

Company Reports; Financial Statements. (a) The Company has timely filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions each form, proxy statement, certification, report and grace periods), all forms, statements, certifications, reports and documents other document required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act or the Securities Act of 1933since July 1, as amended (the “Securities Act”), since December 31, 2010 2009 (the “Applicable Date”) (the formstogether with all exhibits and schedules thereto and all information incorporated therein by reference, 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 or supplements thereto, the “Company Reports”). Each As of their respective dates, each of the Company Reports, at the time of its filing or being furnished Reports complied or, if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 20022002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment, taking into the account the content of the amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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 light of the circumstances in which they were made, not misleading. To 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 the Applicable Date and prior to the date hereof (other than those that are publicly available). Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, 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 Reports. Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, to the Knowledge of the Company, as of the date of this Agreementhereof, there are no outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none of the Company Reports is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

Company Reports; Financial Statements. (a) The Since May 31, 2010 (the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 (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 AgreementDate, including any amendments thereto, or supplements thereto the “Company Reports”). Each As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, each of the Company Reports, at the time of its filing or being furnished Reports 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 and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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 light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. To the Knowledge of the Company, as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none of the Company Reports is the subject of ongoing SEC review or outstanding SEC investigation. No Company Subsidiary is required to file any form, report There are no outstanding or other document with the SEC. The Company has made available to Parent all unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC staff from and the Company since the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make that is not available to Parent any such comment letters and responses dated after the date of this Agreementon XXXXX. Section 5.5 None of the Company Disclosure Letter lists all effective registration statements filed by Subsidiaries is subject to the Company on Form S-3 reporting requirements of Section 13(a) or Form S-8 or otherwise relying on Rule 415 15(d) under the Securities Exchange Act.

Company Reports; Financial Statements. (a) The Since January 1, 2010 (the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 (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 AgreementDate, including any amendments thereto, or supplements thereto the “Company Reports”). Each As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, each of the Company Reports, at the time of its filing or being furnished Reports 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 and the Xxxxxxxx-Xxxxx Act of 20022002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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 light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. To The Company has made available to Parent copies of all comment letters received by the Knowledge Company from the SEC since January 1, 2010 relating to the Company Reports, together with all written responses of the Company, as Company thereto sent to the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC staff with respect to SEC. To the Company Reports and Knowledge of the Company, none of the Company Reports is the subject of any ongoing SEC review or investigationby the SEC. No Company Subsidiary None of the Company’s Subsidiaries is required to file any formforms, report reports or other document documents with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), furnished all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”), ) since December 31, 2010 2011 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time as of its filing respective date, or being furnished if amended, as of the date of such amendment, complied or, if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities ActAct and the rules and regulations promulgated thereunder, and with the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to thereunder, as the Company Reportscase may be, each as in effect on the date so filed. As of their respective dates (orits filing date, if amended prior to the date none of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. To the Knowledge of the Company, as As of the date of this Agreementhereof, there are no material outstanding or unresolved comments received by the Company from the SEC staff with respect to the Company Reports and none any of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities ActReports.

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods)basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933since January 1, as amended (the “Securities Act”), since December 31, 2010 2016 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished by the Company since the Applicable Date and those filed or furnished by the Company subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished 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 and the Xxxxxxxx-Xxxxx Act of 2002, 2002 and any the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the Table of Contents date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. To Except as would not, individually or in the Knowledge of the Companyaggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreementhereof, (A) there are no outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all in comment letters received from the SEC or its staff, (B) the Company has not received notice from the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent that any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed Reports is subject to ongoing review, outstanding comment or outstanding investigation by the SEC and (C) none of the Subsidiaries of the Company on Form S-3 is subject to the reporting requirements of Section 13(a) or Form S-8 or otherwise relying on Rule 415 under 15(d) of the Securities Exchange Act.

Company Reports; Financial Statements. (a) The Since July 1, 2009, the Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the under Applicable Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 (the “Applicable Date”) Laws (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date July 1, 2009 and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). Each of the Company ReportsReports required to be filed or furnished under Applicable Securities Laws, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Applicable Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Company ReportsLaws. As of their respective dates (or, if amended prior to the date of this Agreementamended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will 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 light of the circumstances in which they were made, not misleading. To the Knowledge of the Company, as of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none All of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any formbe filed or furnished under Applicable Securities Laws are, report or other document with if not yet filed or furnished will be, publicly available on SEDAR or EXXXX to the SECextent required by Applicable Securities Laws. The Company has made available to Parent all comment letters received from not filed any confidential material change report that at the date hereof remains confidential or, other than confidential treatment requests filed with the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed for which a confidentiality order has been granted by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 SEC, any other confidentiality filings under the any Applicable Securities ActLaws.

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), ) all forms, statements, certifications, reports reports, statements and documents required to be filed or furnished by it with the SEC pursuant to the Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 2021 (the “Applicable Date”) (the all such forms, statementscertificates, reports reports, statements and documents filed or furnished since after the Applicable Date and those filed or furnished subsequent to the date of this AgreementDate, including any all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). Each of the Company SEC Reports, at the time of its filing or being furnished complied (or, if not yet filed or furnishedamended, will comply as of the time of such amendment or, if superseded by a filing, as of the date of such filing), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to 2002 (the Company Reports“Xxxxxxxx-Xxxxx Act”). As of their respective dates (or, if amended prior to the date of this Agreementamended, as of the date of such amendmentamendment or, if superseded by a filing, as of the date of such filing), the Company SEC Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, 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 light of the circumstances in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. To the Knowledge of the Company, as As of the date of this Agreementhereof, there are no outstanding or unresolved written comments from the SEC staff with respect to any of the Company Reports and SEC Reports, and, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

Company Reports; Financial Statements. (a) The Company has filed made available to Parent each registration statement, report, proxy statement or furnishedinformation statement prepared by it since December 31, as applicable, on a timely basis 2004 (taking into account all applicable extensions and grace periodsthe "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2004, and (ii) the Company's Quarterly Reports on Form 10-Q for the period ended March 31, 2005, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission ("SEC"). The Company has filed and furnished all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933applicable securities statutes, as amended (the “Securities Act”)regulations, policies and rules since December 31January 1, 2010 (the “Applicable Date”) 2004 (the forms, statements, reports and documents filed or furnished since the Applicable Date January 1, 2004, and those filed or furnished subsequent to the date of this Agreement, including any amendments theretoand as amended prior to the date hereof, the “Company Reports”"COMPANY REPORTS"). Each of the The Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply Reports were prepared in all material respects in accordance with the applicable requirements of the Securities ActAct of 1933, as amended, including the rules and regulations promulgated thereunder (the "SECURITIES ACT"), the Exchange Act and complied in all material respects with the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder then applicable to the Company Reportsaccounting standards. As of their respective dates (orand, if amended prior to the date of this Agreementhereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 light of the circumstances in which they were made, not misleading. To the Knowledge of the Company, as of the date of this Agreement, there There are no outstanding comment letters or unresolved comments requests for information from the SEC staff with respect to the any Company Reports and none of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters Report that have been received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities ActCompany.

Company Reports; Financial Statements. (ai) The Since January 1, 2011 (the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), ) all forms, statements, certifications, reports reports, statements and documents required to be filed or furnished by it with the SEC pursuant to the Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2010 (the “Applicable Date”) (the such forms, statementscertifications, reports reports, statements 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 Reports”). Each of the Company ReportsSEC Reports (including any financial statements or other schedules included therein), at the time of its filing or being furnished 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 and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, 2002 (the “Sxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 light of the circumstances in which they were made, not misleading. To Notwithstanding the Knowledge foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied in writing by or on behalf of Parent, Merger Sub, or any of their respective Affiliates specifically for inclusion or incorporation by reference in the Company, as Proxy Statement or any Offer Document. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments from the SEC staff with respect to the Company Reports and none of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date with respect to the date of this Agreement, and all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of this Agreement. Section 5.5 of the Company Disclosure Letter lists all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities ActSEC Reports.